河北海偉電子新材料科技股份有限公司 章 程（草 案） H股上市後適用 | 第一章 | 總 | | | | | 則 | | 1 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 第二章 | | | | | 經營宗旨和範圍 | | | 3 | | 第三章 | 股 | | | | | 份 | | 3 | | 第一節 | | | | | | 股份發行 | | 3 | | 第二節 | | | | 股份增減和回購 | | | | 5 | | 第三節 | | | | 股份轉讓 | | | | 7 | | 第四章 | | | | 股東和股東會 | | | | 8 | | 第一節 | | | 股 | 東 | | | | 8 | | 第二節 | | | | 控股股東和實際控制人 | | | | 13 | | 第三節 | | | | 股東會的一般規定 | | | | 14 | | 第四節 | | | | 股東會的召集 | | | | 18 | | 第五節 | | | | 股東會的提案與通知 | | | | 20 | | 第六節 | | | | 股東會的召開 | ...

Core Viewpoint - Haiwei Co., Ltd. has successfully completed its IPO with significant oversubscription, indicating strong market interest and confidence in its business model and growth potential [1][2]. Group 1: IPO Details - Haiwei Co., Ltd. raised HKD 4.4 billion through the issuance of 30.83 million H-shares at a price of HKD 14.28 per share, with a public offering portion oversubscribed by over 5,431 times [1]. - The company received subscriptions from approximately 167,000 investors, with total funds involved in the public offering reaching HKD 241.5 billion [1]. - The company is expected to be listed on November 28, with CICC serving as the sole sponsor [1]. Group 2: Company Overview - Haiwei Co., Ltd. is the second-largest capacitor film manufacturer in China, holding a 10.9% market share in capacitor base film revenue as of 2024 [1][2]. - The company specializes in the production of capacitor base films and metallized films, which are essential components of film capacitors used in various applications, including electric vehicles and renewable energy systems [1]. Group 3: Production Capabilities - Haiwei Co., Ltd. is the only company with the capability to design and develop its own capacitor base film production lines, significantly reducing delivery times to approximately 8 months compared to the industry average of 3-5 years for imported lines [2]. - The investment cost for a single production line is about RMB 120 million, which is considerably lower than the domestic industry average [2]. - The company can produce a range of products with thicknesses from 2.7 microns to 13.8 microns, catering to various end-use applications [2]. Group 4: Financial Performance - The company's revenue for 2022 and 2023 was RMB 327 million and RMB 330 million, respectively, with a projected growth of 28% to RMB 422 million in 2024 [2]. - For the first five months of 2024 and 2025, the company's revenue was RMB 162 million and RMB 157 million, respectively [2]. Group 5: Strategic Partnerships - Haiwei Co., Ltd. has entered into a cornerstone investment agreement with Huixing Lihai, committing to purchase shares worth approximately HKD 218 million at the offering price [2]. - BYD, a major player in the new energy sector, is both a pre-IPO investor with a 4.9% stake and the largest customer, contributing 12.2%, 12.6%, and 12% of revenue in 2023, 2024, and the first five months of 2025, respectively [2]. - The company maintains a stable revenue contribution from its top five customers, which accounts for about 35% of total revenue [2]. Group 6: Use of Proceeds - 82% of the net proceeds from the IPO will be allocated to expanding production capacity, including the construction of a new factory in southern China for capacitor base film production [3]. - 5% will be used to enhance research and development capabilities, 3% for sales and marketing activities, and 10% for working capital and other general corporate purposes [3].

Core Viewpoint - Haiwei Co., Ltd. has successfully completed its IPO with significant oversubscription, indicating strong market interest and potential for growth in the capacitor film manufacturing sector [1][2]. Group 1: IPO Details - Haiwei Co., Ltd. raised HKD 4.4 billion through the issuance of 30.83 million H-shares, with a public offering portion oversubscribed by over 5,431 times, amounting to HKD 241.5 billion [1]. - The company received 167,000 subscriptions, with a share price set at HKD 14.28 per share [1]. - The company is expected to be listed on November 28, with CICC serving as the sole sponsor [1]. Group 2: Company Overview - Haiwei Co., Ltd. is the second-largest capacitor film manufacturer in China, holding a 10.9% market share in capacitor base film revenue as of 2024 [1][2]. - The company specializes in capacitor base films and metallized films, which are essential components in various applications, including electric vehicles and renewable energy systems [1]. Group 3: Production Capabilities - Haiwei Co., Ltd. is the only company with the capability to design and develop its own capacitor base film production lines, significantly reducing delivery times to approximately 8 months compared to the industry average of 3-5 years [2]. - The investment cost for a single production line is about RMB 120 million, which is lower than the domestic industry average [2]. - The company can produce films with thicknesses ranging from 2.7 microns to 13.8 microns, catering to diverse end-user needs [2]. Group 4: Financial Performance - The company's revenue for 2022 and 2023 was RMB 327 million and RMB 330 million, respectively, with a projected growth of 28% to RMB 422 million in 2024 [2]. - For the first five months of 2024 and 2025, the revenue was RMB 162 million and RMB 157 million, respectively [2]. Group 5: Strategic Partnerships - Haiwei Co., Ltd. has entered into a cornerstone investment agreement with Huixing Lihai, committing to purchase shares worth approximately HKD 218 million at the offering price [2]. - BYD, a major investor and customer, holds a 4.9% stake in the company and accounted for 12.2%, 12.6%, and 12% of the company's revenue in 2023, 2024, and the first five months of 2025, respectively [2]. - The top five customers contribute approximately 35% of the company's revenue, including notable clients like Farah Electronics [2]. Group 6: Use of Proceeds - 82% of the net proceeds from the IPO will be allocated to expanding production capacity, including the construction of a new factory in southern China [3]. - 5% will be dedicated to enhancing research and development capabilities, while 3% will be used for sales and marketing activities [3]. - 10% of the proceeds will be allocated for working capital and other general corporate purposes [3].

Core Viewpoint - The IPO of Haiwei Co., Ltd. is set to launch on November 20, with a base issue price of HKD 14.28 per share, raising approximately HKD 4.4 billion, and potentially up to HKD 5.8 billion if the overallotment option is fully exercised [1][2] Group 1: IPO Details - The IPO has attracted eight underwriters despite its small scale, indicating less than expected feedback from institutional roadshows [2] - The only cornerstone investor, Huixing Lihai, has committed approximately HKD 2.16 billion, representing 49.07% of the base issue size, but this has not significantly boosted market confidence due to the lack of prior cornerstone investment records [2][3] - The company's market capitalization post-IPO is expected to be around HKD 23.5 billion, but it does not meet the HKD 100 billion threshold for inclusion in the Hong Kong Stock Connect, requiring a tenfold increase in stock price [3] Group 2: Financial Performance - Haiwei Co., Ltd. has experienced significant revenue and profit fluctuations, with revenues of RMB 3.27 billion, RMB 3.30 billion, and RMB 4.22 billion from 2022 to 2024, but a slight decline of 3.2% in the first five months of 2025 [4] - Net profit has also shown volatility, dropping from RMB 1.02 billion in 2022 to RMB 698.26 million in 2023, before recovering to RMB 864.18 million in 2024, but again decreasing by 4.6% in early 2025 [4][5] Group 3: Operational Challenges - The company faces operational pressures due to weak bargaining power with suppliers and clients, with high supplier concentration and significant reliance on key raw materials [5][6] - The gross margin for core products has been under pressure, with the capacitor base film margin declining from 48.6% in 2022 to 41.2% in early 2025 [6] - Cash flow stability is a concern, with negative operating cash flow recorded in 2023 and early 2025, alongside a cash balance of only RMB 160 million as of May 31, 2025 [6] Group 4: Capacity and Expansion Plans - The company plans to use 82% of the IPO proceeds to build a new capacitor base film production facility in southern China, with two production lines planned to have an annual capacity of approximately 8,000 tons [7] - However, the company has not yet selected a factory site, indicating that short-term capacity constraints will persist [7]

Core Viewpoint - Hebei Haiwei Electronic Materials Technology Co., Ltd. (referred to as "Haiwei Co.") has commenced its global offering on November 20, 2025, with a scheduled listing on November 28, 2025 [1]. Company Overview - The company's core products include capacitor base films and metallized films, which are essential components of film capacitors, known for their excellent voltage resistance, high-frequency stability, and long service life [4]. - These products are widely used in key sectors such as new energy vehicles, new energy power systems, industrial equipment, and household appliances, aligning with China's "dual carbon" goals and the deepening of the new energy industry chain [4]. Market Position and Growth Potential - Haiwei Co. is the only company in the industry with the capability to independently design and assemble capacitor film production lines, allowing for rapid expansion and the ability to capture market share during a golden development period [5]. - The company's core products are also applicable in the AI server power supply sector, where high stability and voltage resistance are critical, positioning film capacitors as vital components in power systems [5]. - Following its successful listing on the Hong Kong stock market, the company aims to leverage its technological expertise and market advantages in the capacitor base film sector to capitalize on the rapid growth opportunities presented by national and industry developments [5].

Group 1 - The company, Haiwei Co., Ltd. (09609.HK), has officially launched its global offering in Hong Kong, planning to issue 30.83 million shares at a price of HKD 14.28 per share, aiming to raise approximately HKD 388.9 million net of expenses [2] - The offering includes 27.75 million shares for international placement and 3.08 million shares for public offering in Hong Kong, with the public offering period set from November 20 to November 25, 2023 [2] - Approximately 82% of the raised funds will be used for capacity expansion, while 5% will be allocated to enhance research and development capabilities [2] Group 2 - Haiwei Co., Ltd. is the second-largest capacitor film manufacturer in China, holding a market share of 14.2% in terms of sales volume and 10.9% in terms of revenue [3] - The company's financial performance has shown volatility, with revenues of RMB 327 million, RMB 330 million, RMB 422 million, and RMB 157 million for the years 2022 to 2024 and the first half of 2025, respectively [3] - The revenue from capacitor base films accounted for 78.5% of the total revenue in the first half of 2025, indicating a high dependency on this product line [3]

河北海偉電子新材料科技股份有限公司 Hebei Haiwei Electronic New Material Technology Co., Ltd. （於中華人民共和國註冊成立的股份有限公司） 股份代號 : 9609 全球發售 獨家保薦人及獨家保薦人兼整體協調人 整體協調人、聯席全球協調人、聯席賬簿管理人及聯席牽頭經辦人 聯席全球協調人、聯席賬簿管理人及聯席牽頭經辦人 聯席賬簿管理人及聯席牽頭經辦人 重要提示 閣下對本招股章程任何內容如有任何疑問，應徵詢獨立專業意見。 Hebei Haiwei Electronic New Material Technology Co., Ltd. 河北海偉電子新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） 全球發售 獨家保薦人及獨家保薦人兼整體協調人 整體協調人、聯席全球協調人、聯席賬簿管理人及聯席牽頭經辦人 於作出投資決定前，有意投資者務請仔細考慮本招股章程所載全部資料，包括「風險因素」一節中所載的風險因素。 聯席全球協調人、聯席賬簿管理人及聯席牽頭經辦人 聯席賬簿管理人及聯席牽頭經辦人 香港交易及結算所有限公司、香港聯合交易所有限公司及香港中央結算 ...

香 港 交 易 及 結 算 所 有 限 公 司、香 港 聯合交易所有限公司（「香港聯交所」） 及 香港中央結算有限公司（「香港結算」）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 就 因 本 公 告 全 部 或 任何部份內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 除 本 公 告 另 有 界 定 者 外，本 公 告 所 用 詞 彙 與 河 北 海 偉 電 子 新 材 料 科 技 股 份 有 限 公 司（「本公司」）所 刊 發 日 期 為2025年11月20日 的 招 股 章 程（「招股章 程」）所 界 定 者 具 有 相 同 涵 義。 本 公 告 僅 供 參 考，並 不 構 成 對 任 何 人 士 進 行 收 購、購 買 或 認 購 本 公 司 任 何 證 券 的 要 約 或 誘 使 作 出 要 約 的 邀 請。本 公 告 並 非 招 股 章 程。有 意 投 資 者 須 先 細 閱 招 股 章 程 瞭 解 有 關 下 文 所 述 全 球 發 售 的 詳 細 資 料，方 決 定 是 否 投 資 於 發 售 ...