股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 安徽海螺材料科技股份有限公司 呈交日期: 2025年8月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 其他類別 (請註明) | | 於香港聯交所上市 (註1) | | 否 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | N/A | 說明 | 境內未上市股份 | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 394,523,200 RMB | | 1 | RMB | | 394,523,200 | | 增加 / 減少 (-) | | | 0 | | | RMB | | 0 | | 本月底結存 | | | 394,523,200 RMB | | 1 | RMB | | 394,523,200 | | 2. 股份分類 | 普通股 ...

Core Points - The company, Conch Materials Technology (02560), announced the re-election of several board members and supervisors during an extraordinary general meeting [1] Group 1: Board of Directors - Mr. Chen Yong and Mr. Bai Lin were re-elected as executive directors of the second board of directors [1] - Mr. Ding Feng, Mr. Feng Fangbo, Mr. Zhao Hongyi, Mr. Jin Feng, and Mr. Fan Haibin were re-elected as non-executive directors of the second board of directors [1] - Mr. Li Jiang, Mr. Chen Jiemiao, Ms. Zeng Xiangfei, and Ms. Xu Xu were re-elected as independent non-executive directors of the second board of directors [1] Group 2: Supervisory Board - Mr. Lu Shumin and Mr. Le Jian were re-elected as shareholder representative supervisors of the second supervisory board [1] - The term for the re-elected shareholder representative supervisors and the employee representative supervisor, Ms. Jin Xiaoli, will last from July 30, 2025, until the end of the second supervisory board's term, totaling three years [1]

海螺材料科技(02560)发布公告，经股东于临时股东会批准，陈烽先生、柏林先生获重选为第二届董事 会执行董事，丁锋先生、冯方波先生、赵洪义先生、金峰先生、范海滨先生获重选为第二届董事会非执 行董事，李江先生、陈结淼先生、曾祥飞女士及许煦女士获重选为第二届董事会独立非执行董事。 经股东于临时股东会批准，卢叔敏先生及乐健先生获重选为第二届监事会股东代表监事。上述第二届监 事会股东代表监事与第二届监事会职工代表监事金晓丽女士的任期自2025年7月30日起至第二届监事会 任期届满之日止，任期三年。 ...

安徽海螺材料科技股份有限公司董事會（「董事會」）成員及其各自於董事會及 董事委員會的角色及職能載列如下： Anhui Conch Material Technology Co., Ltd. 安徽海螺材料科技股份有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：02560） 董事名單與其角色及職能 香港，2025年7月30日 | | 董事委員會 | 審核委員會 | 薪酬委員會 | 提名委員會 | | --- | --- | --- | --- | --- | | 董事 | | | | | | 執行董事 | | | | | | 陳烽 | | — | — | M | | 柏林 | | — | — | — | | 非執行董事 | | | | | | （董事長） 丁鋒 | | — | — | C | | （副董事長） 馮方波 | | — | — | — | | （副董事長） 趙洪義 | | — | — | — | | 金峰 | | — | — | — | | 范海濱 | | — | — | — | | 獨立非執行董事 | | | | | | 李江 | | M | M | M | | 陳結淼 | | M ...

(4)重選第二屆監事會監事及選舉監事會主席 安徽海螺材料科技股份有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然 宣佈於二零二五年七月三十日舉行的本公司臨時股東會（「臨時股東會」）的投 票結果。茲提述本公司日期均為二零二五年七月十四日的通函（「該通函」）及 臨時股東會通告。除文義另有所指外，本公告所用詞彙與該通函內所界定者具 有相同涵義。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 Anhui Conch Material Technology Co., Ltd. 安徽海螺材料科技股份有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：02560） (1)二零二五年七月三十日舉行之 臨時股東會投票表決結果； (2)重選第二屆董事會董事以及選舉董事長及副董事長； (3)董事會委員會組成；及 臨時股東會投票表決結果 董事會欣然宣佈臨時股東會已於二零二五年七月三十日（星期三）上午十時於 中國安徽省蕪湖市鳩江區福州路8號B棟206 ...

Financial Performance - Revenue for the year ended December 31, 2024, was RMB 2,384,149,000, a slight decrease of 0.5% compared to RMB 2,395,471,000 in 2023[15] - Pre-tax profit increased to RMB 180,178,000 in 2024, up 6.8% from RMB 170,029,000 in 2023[15] - Net profit attributable to equity shareholders rose to RMB 125,637,000, representing an increase of 7.2% from RMB 116,953,000 in 2023[15] - The net profit margin improved slightly to 6.20% in 2024, compared to 6.01% in 2023[40] - Gross profit for the period was RMB 459.68 million, remaining stable compared to the previous year[46] - The gross margin for additives and intermediates was 19.22%, showing minimal change from the previous year[47] - Other income amounted to RMB 3.82 million, a decrease of 26.90% year-on-year, as the company focused on its core business[43] Assets and Liabilities - Total assets reached RMB 2,459,259,000, an increase of 4.8% from RMB 2,345,470,000 in 2023[17] - Total liabilities decreased to RMB 1,362,871,000, down 2.5% from RMB 1,397,002,000 in 2023[17] - The company's equity attributable to shareholders increased to RMB 990,630,000, up 14.6% from RMB 864,957,000 in 2023[17] - The company's total loans and borrowings decreased to RMB 918.70 million, down RMB 28.58 million from the previous year, primarily due to loan repayments[60] Product Development and Market Expansion - The company launched new products including "HLA-FHO Hexavalent Chromium Reducing Agent" and "HLP-ME250 High Water Reduction Polycarboxylic Acid Superplasticizer," recognized as new products in Anhui Province[18] - A subsidiary completed the construction and production of 30,000 tons of cement additives and 20,000 tons of concrete additives, enhancing production capacity[20] - The company successfully exported to 27 countries and launched its first overseas project in Uzbekistan, marking a significant step in its international expansion[37] - The company aims to enhance its product offerings by developing highly customized admixtures to meet diverse market demands[38] - The company plans to continue expanding its market presence and product offerings in the upcoming fiscal year[18] Shareholder Returns and Dividends - The board proposed a final cash dividend for the year ending December 31, 2024, reflecting the company's commitment to returning value to shareholders[10] - The company plans to distribute a final cash dividend of RMB 0.17 per share for the fiscal year ending December 31, 2024, subject to shareholder approval[173] - The company maintains a dividend policy where at least 60% of distributable profits will be paid out if the asset-liability ratio is below 50%[170] Corporate Governance - The board of directors consists of 4 independent non-executive directors, exceeding the requirement of at least one-third of the board[86] - The company has fully complied with the corporate governance code since its listing date[81] - The board is responsible for strategic guidance and effective supervision of management, ensuring accountability to shareholders[88] - The company has established a clear division of responsibilities between the Chairman and the CEO to balance power and authority[100] - The company has established service contracts with all executive and non-executive directors for an initial term of three years starting from the listing date[102] Risk Management and Internal Control - The company is committed to maintaining an effective risk management and internal control system, with annual reviews to ensure its effectiveness[93] - The audit committee oversees the risk management system and ensures that management fulfills its responsibilities in establishing effective systems[137] - The company emphasizes the importance of risk management and internal control for long-term business growth and sustainability[135] - The company has implemented a tiered management framework for comprehensive risk management, involving the board, audit committee, and management levels[137] Employee and Stakeholder Relations - The company has adopted a profit-sharing mechanism to enhance employee motivation and performance[77] - The company emphasizes strong relationships with stakeholders, including employees, customers, and suppliers, to support sustainable development[165] - The total employee compensation during the reporting period was approximately RMB 203.96 million, compared to RMB 204.18 million in the previous year[77] - The number of employees at the end of the reporting period was 876, a decrease from 893 employees as of December 31, 2023[77] Future Plans and Investments - The company plans to continue optimizing product costs and expanding its overseas presence to drive future growth[38] - The company has no plans to issue any debt securities during the reporting period[188] - There are no arrangements for preemptive rights or share options during the reporting period[193] Compliance and Legal Matters - The group has complied with all relevant laws and regulations affecting its business operations during the reporting period[184] - The independent non-executive directors confirmed that the company and its closely related parties have complied with the non-competition agreement from the listing date to the report date[200] - There were no violations of the non-competition agreement by the company or its closely related parties during the specified period[200] - The independent non-executive directors concluded that no further disclosure regarding the compliance and execution of the non-competition agreement is necessary[200]

Financial Performance - For the fiscal year ending December 31, 2024, the company's revenue was RMB 2,384.15 million, remaining stable compared to RMB 2,395.47 million in 2023[5]. - The company's profit before tax for 2024 was RMB 180.18 million, an increase of 5.97% from RMB 170.03 million in 2023[5]. - Net profit attributable to equity shareholders for 2024 was RMB 125.64 million, up 7.43% from RMB 116.95 million in 2023[5]. - Basic earnings per share for 2024 were RMB 0.29, compared to RMB 0.27 in 2023[5]. - The company reported a total comprehensive income of RMB 147.92 million for 2024, compared to RMB 143.93 million in 2023[7]. - The company's net profit for 2024 was RMB 147.88 million, with a net profit margin of 6.20%, slightly up from RMB 143.93 million and 6.01% in 2023[54]. - The effective tax expense for 2024 was RMB 32,294,000, compared to RMB 26,095,000 in 2023, indicating an increase of about 23.3%[31]. Revenue Breakdown - Revenue from cement additives and intermediates was RMB 1,256,135,000 in 2024, down from RMB 1,427,725,000 in 2023, indicating a decrease of about 12%[18]. - Revenue from concrete additives and intermediates increased to RMB 1,124,194,000 in 2024, up from RMB 962,520,000 in 2023, reflecting a growth of approximately 16.8%[18]. - Revenue from concrete additives and intermediates increased by 16.8% year-on-year, reaching RMB 1,124.19 million, attributed to market share growth[49][59]. - Revenue from cement additives and intermediates decreased by 12.02% to RMB 1,256.14 million, primarily due to fluctuations in raw material prices[56][59]. Expenses and Costs - Research and development expenses for 2024 were RMB 55.01 million, an increase from RMB 45.84 million in 2023[6]. - Distribution costs increased by 3.67% to RMB 56.93 million, driven by higher marketing expenses related to market expansion efforts[63]. - The gross profit margin for additives and intermediates was 19.22%, showing a slight increase from 19.10% in the previous year[60][61]. - Employee costs for 2024 were RMB 203,959,000, slightly down from RMB 204,178,000 in 2023, indicating a marginal decrease of about 0.1%[28]. Assets and Liabilities - Total assets less current liabilities as of December 31, 2024, were RMB 1,355.32 million, compared to RMB 1,246.87 million in 2023[10]. - The company's net assets increased to RMB 1,096.39 million in 2024 from RMB 948.47 million in 2023[10]. - The company's total liabilities decreased to RMB 1,362.87 million, down RMB 34.13 million or 2.44% from the previous year[68]. - The company’s non-current liabilities decreased to RMB 258.94 million, a reduction of 13.23% compared to the previous year, primarily due to the repayment of certain project loans[71]. Corporate Governance and Compliance - The company has fully complied with the corporate governance code since its listing date on January 9, 2025[99]. - The audit committee, consisting of independent non-executive directors, reviewed the financial statements and confirmed compliance with applicable accounting standards[103]. - The company has adopted the standard code for securities transactions by directors and has confirmed compliance by all directors and supervisors[100]. - The company’s financial statements have been verified by KPMG, ensuring consistency with the audited financial statements[104]. Dividends and Share Capital - The board proposed a final cash dividend of RMB 0.17 per share for the fiscal year 2024, compared to no dividend in 2023[5]. - The proposed final dividend is expected to be paid around June 20, 2025, with a 10% withholding tax applicable for non-resident shareholders[107]. - The average number of ordinary shares outstanding increased to 434,920,000 in 2024 from 428,807,000 in 2023, an increase of about 1.4%[34]. - The company completed the issuance of H-shares in January 2025, increasing its issued share capital from RMB 434,920,000 to RMB 579,894,000[5]. Future Outlook and Strategy - The company plans to accelerate overseas expansion and optimize product costs while developing highly customized additives to meet diverse market needs[95]. - The overall industry is expected to undergo structural adjustments and increased concentration, benefiting leading enterprises as demand for high-efficiency and functional additives rises[45]. - The company successfully expanded its overseas market presence, exporting to 27 countries and launching operations in Uzbekistan, contributing to new revenue growth[51]. Miscellaneous - The company received government subsidies amounting to RMB 20,631,000 in 2024, compared to RMB 11,838,000 in 2023, marking an increase of about 74.5%[22]. - The company has recognized RMB 28,188,000 in short-term bank loans for 2024, which was not present in 2023, indicating new financing activities[40]. - No significant events affecting the group's operational and financial performance have occurred after the reporting period[115]. - The annual performance announcement will be published on the company's website and the stock exchange website[117].