证券代码：600063 证券简称：皖维高新 公告编号：2025-047 安徽皖维高新材料股份有限公司 关于召开2025年第二次临时股东会的通知 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： ? 股东会召开日期：2025年9月5日 ? 本次股东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) 股东会类型和届次 (二) 股东会召集人：董事会 (三) 投票方式：本次股东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：2025 年 9 月 5 日 14 点 30 分 召开地点：公司研发中心 6 楼百人会议室 (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2025 年 9 月 5 日 至2025 年 9 月 5 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为股 东会召开当日的交易时间段，即 9:15-9:25，9:30-11 ...

Core Points - The company is seeking a valuation for a batch of platinum and gold spinnerets, which have been out of operation for several years due to changes in processing methods [1] - The total weight of the spinnerets is 43.441 kg, with approximately 70% gold content and 30% platinum content [1] - Based on current market conditions, the estimated total value of this batch of spinnerets may exceed 20 million yuan [1] - The finance department is requested to organize a valuation of these assets, and the equipment department will propose disposal based on market opportunities [1] - The Davi plant intends to retain a small quantity of spinnerets for production testing, with a separate process initiated by the user department [1] Financial Summary - The total weight of the spinnerets is 43.441 kg, with gold content estimated at 30.549 kg and platinum content at 13.032 kg [1] - The estimated value of the spinnerets is projected to be over 20 million yuan, indicating a significant asset for the company [1]

Investment Overview - The company plans to establish "Jiangsu Wanwei New Materials Co., Ltd." and invest in a new project to produce 200,000 tons of ethylene-based functional polyvinyl alcohol (PVA) resin annually [1][3] - The total investment for the project is approximately 3.43 billion RMB, with the company contributing 800 million RMB for an 80% stake [1][3] - The project aims to leverage the increasing domestic ethylene production capacity and the declining ethylene prices to enhance cost advantages in PVA production [2][3] Industry Context - China is the largest producer and exporter of PVA globally, with a production capacity of about 1.1 million tons [1][2] - The PVA industry is experiencing intensified competition due to market oversupply and homogenization among manufacturers, leading to a polarized operating environment [1][2] - The company aims to maintain its leading position in the PVA industry by investing in new production capabilities and enhancing its strategic layout [1][2] Project Details - The project will be developed in two phases, with the first phase focusing on the production of 200,000 tons of ethylene-based functional PVA resin and associated facilities for producing 360,000 tons of vinyl acetate and 300,000 tons of methyl acetate [3][9] - The total planned investment for the first phase is approximately 3.6 billion RMB, with the project occupying around 540 acres [9][10] - The project is expected to improve the overall development level of the domestic PVA industry and promote applications in high-end sectors such as liquid crystal displays and automotive manufacturing [9][10] Strategic Rationale - The investment aligns with national industrial policy and resource allocation trends, positioning the company to capitalize on future industry developments [10][11] - The project is designed to enhance the company's product structure and technical capabilities, contributing to sustainable growth and new profit sources [10][11] - The establishment of the new company will facilitate independent operations for the project, ensuring focused management and execution [4][10]

Core Viewpoint - The company plans to invest in a distributed photovoltaic power generation project with a total investment of 55.3787 million yuan, aiming to reduce operational costs and carbon emissions while aligning with national policies promoting green energy [1][2]. Investment Overview - The project will utilize the rooftops of various company facilities for the installation of photovoltaic systems, with a total installed capacity of 18.56 MWp on the direct current side and 15.8 MW on the alternating current side [2][3]. - The average payback period for photovoltaic investments is approximately 5-6 years, while the design lifespan of the photovoltaic stations is 25 years, indicating significant long-term economic benefits [2][4]. Project Details - The project will be constructed in four areas, with specific capacities allocated to each area, including 11.7 MW for the automotive glass project plant and 2.38 MW for the company's second plant and parking lot [4]. - Upon completion, the project is expected to reduce carbon dioxide emissions by approximately 15,839.47 tons annually [4]. Impact on the Company - The investment aligns with national "dual carbon" strategies and energy transition policies, improving the company's energy structure and reducing electricity costs [4]. - The project is anticipated to create a new profit growth point for the company and enhance its brand influence, supporting long-term planning and high-quality development strategies [4]. Risk Analysis - Potential risks include uncertainties related to policies, regulations, and market conditions that may affect project implementation [4]. - The company plans to mitigate risks through optimized project design, improved construction management, and cost reduction strategies [5].

Group 1 - The company, Anhui Wanwei High New Materials Co., Ltd., will hold a half-year performance briefing on August 19, 2025, from 15:00 to 16:00 [1][2] - The briefing will be conducted via an online interactive format on the Jinmen Finance platform, allowing investors to engage with the company regarding its operating results and financial indicators for the first half of 2025 [1][2] - Key personnel attending the briefing include the General Manager and Chief Financial Officer, Sun Xianwu, and the Secretary of the Board, Shi Fangyuan [2] Group 2 - Investors can participate in the briefing by registering in advance through the Jinmen Finance website or app, with specific instructions provided for both computer and mobile access [2] - A contact person for inquiries is Shi Fangyuan, with a provided phone number and email for further assistance [2] - After the briefing, investors can view the session's details and main content on the Jinmen Finance platform [3]

Investment Overview - The company plans to invest CNY 28 million to establish a wholly-owned subsidiary named Anhui Wanwei Xingye Material Co., Ltd. [1][2] - The investment has been approved by the company's board of directors and does not require shareholder approval as it falls within the board's decision-making authority [2][4] Purpose of Investment - The establishment of the subsidiary aims to optimize resource allocation, enhance centralized procurement capabilities, reduce procurement costs, and minimize related party transactions [2][4] - The subsidiary will focus on centralized procurement and supply assurance, aligning with the company's long-term strategic development needs [2][4] Board Approval - The board of directors unanimously approved the investment proposal with 9 votes in favor, 0 against, and 0 abstentions [2][4] - The investment amount does not exceed 10% of the company's most recent audited net assets, thus falling within the board's investment decision-making authority [2][4] Impact on the Company - The new subsidiary will independently handle procurement operations, which is expected to enhance the company's bargaining power and reduce costs [4] - This investment aligns with the company's strategic goals and is anticipated to improve overall competitiveness without adversely affecting financial status or operational results [4] Current Status of the Subsidiary - The subsidiary is currently in the preparatory stage, and specific details will be finalized upon approval from the market supervision and management department [2][3]

Summary of Key Points Core Viewpoint - Anhui Wanwei High-tech Materials Co., Ltd. has announced a guarantee for its wholly-owned subsidiary, Guangxi Wanwei Biomass Technology Co., Ltd., amounting to 100 million yuan to support its operational funding needs [1][2]. Group 1: Guarantee Details - The guarantee amount is set at 100 million yuan, which is intended to facilitate Guangxi Wanwei's daily operations and business development [1]. - The loan associated with this guarantee has a term of 1 year and an annual interest rate of 2.11%, which, after applying a subsidy policy, results in an effective interest rate of 1.11% [1][3]. - There are no overdue guarantees or additional guarantees involved in this transaction [1][3]. Group 2: Financial Overview of the Guaranteed Entity - Guangxi Wanwei Biomass Technology Co., Ltd. has total assets of 923.73 million yuan and total liabilities of 74.72 million yuan, resulting in net assets of 849.01 million yuan [2]. - The company's operating income for the year is reported at 515.79 million yuan, with a net profit of 5.94 million yuan [2]. - The company is classified as a limited liability company and is fully owned by Anhui Wanwei High-tech Materials Co., Ltd. [2]. Group 3: Board Decision and Compliance - The board of directors approved the guarantee with a unanimous vote of 9 in favor, with no opposition or abstentions [3]. - The guarantee amount does not exceed 30% of the audited net assets of the subsidiary, complying with the company's internal regulations [3]. - The total external guarantees provided by the company and its subsidiaries amount to 100 million yuan, representing 1.18% of the company's audited net assets for the year 2024 [3].

Core Viewpoint - Anhui Wanwei High-tech Materials Co., Ltd. reported its main operating data for the first half of 2025, highlighting significant changes in production, sales, and revenue across various products [1]. Group 1: Production and Sales Data - The production of Polyvinyl Alcohol (PVA) reached 152,710.74 tons, an increase of 33.17% year-on-year, while sales were 125,486.36 tons, up 24.51% [1]. - Vinyl Acetate production was 156,833.75 tons, a 94.29% increase, with sales at 37,097.06 tons, up 26.53% [1]. - Cement production decreased by 4.76% to 995,271 tons, with sales also down by 4.30% [1]. - Clinker production increased by 22.16% to 1,300,658.65 tons, with sales up 100.47% to 456,009.49 tons [1]. - High-strength PVA fiber production fell by 36.03% to 8,545.95 tons, with sales slightly down by 0.45% [1]. - Polyester chips production decreased by 3.47% to 40,290.83 tons, with sales down 12.73% [1]. - VAE emulsion production increased by 3.65% to 70,971.23 tons, while sales decreased by 0.94% [1]. - The production of PVA optical films surged by 56.72% to 420.49 million square meters, with sales up 100.98% [1]. - PVB interlayer film production fell by 32.95% to 6,654.06 tons, with sales down 58.45% [1]. - Methyl Acetate production increased by 58.34% to 198,733.59 tons, with sales up 65.58% [1]. Group 2: Price Fluctuations - The average price of PVA in the first half of 2025 was 10,623.24 yuan/ton, a slight increase of 0.06% from the previous year [1]. - Vinyl Acetate's average price decreased by 14.46% to 5,203.24 yuan/ton [1]. - Cement prices fell by 1.73% to 204.08 yuan/ton, while clinker prices rose by 12.55% to 209.36 yuan/ton [1]. - The average price of high-strength PVA fiber increased by 0.19% to 15,980.72 yuan/ton [1]. - Polyester chips saw a price drop of 6.05% to 7,576.43 yuan/ton [1]. - VAE emulsion prices decreased by 10.07% to 4,198.49 yuan/ton [1]. - The average price of PVA optical films fell by 8.89% to 113,070.68 yuan/ton [1]. - PVB interlayer film prices decreased by 12.24% to 20,516.79 yuan/ton [1]. - Methyl Acetate's average price dropped by 18.78% to 3,086.15 yuan/ton [1]. Group 3: Raw Material Price Changes - The average price of coal in the first half of 2025 was 529.44 yuan/ton, down 16.63% from the previous year [3]. - The average price of Vinyl Acetate raw material decreased by 9.74% to 5,445.07 yuan/ton [3]. - Electricity prices fell by 3.04% to 0.422 yuan/kWh [3].

Core Viewpoint - The company has revised its "Management Measures for Related Transactions and Fund Transfers" to enhance operational standards and improve corporate governance in accordance with relevant laws and regulations [2][6]. Summary by Sections Revision of Related Transaction Management - The company has approved amendments to the decision-making authority for related transactions, increasing the threshold for board approval from 3 million RMB to 30 million RMB for transactions involving related parties [2][3]. - Transactions below 300,000 RMB can be approved by the chairman or their authorized representative, while those above 30 million RMB require independent board approval and must be disclosed [2][4]. Disclosure Requirements - Related transactions that meet certain thresholds must be disclosed according to the Shanghai Stock Exchange rules, including transactions with related natural persons exceeding 0.5% of the company's net assets [3][4]. - Transactions involving related legal entities exceeding 3 million RMB and 5% of the company's net assets must also be audited and disclosed [4][5]. Exemptions from Approval - Certain transactions, such as those where the company receives benefits without obligations (e.g., cash gifts, debt relief), are exempt from the approval process [5][6]. - The company can also exempt transactions that meet specific criteria from shareholder meeting approvals if all parties contribute cash and their equity ratios are determined accordingly [4][5]. Terminology Standardization - The terms "shareholders' meeting" and "related parties" have been standardized to "shareholders' meeting" and "related persons" respectively throughout the revised document [6].

Core Viewpoint - The company announces a change in the construction plan for the 6000 tons/year PVA water-soluble fiber project at Inner Mongolia Shangwei New Materials Co., Ltd, shifting from water-soluble PVA fiber to high-strength and high-modulus PVA fiber production to enhance product quality and market competitiveness [1][4]. Investment Overview - The total investment for the project is approximately 197.89 million yuan, with construction investment accounting for 188.48 million yuan [3]. - The company plans to invest 60 million yuan to establish Inner Mongolia Shangwei New Materials Co., Ltd, focusing on a production line for 6000 tons/year of water-soluble PVA fiber in Ulanqab City, Inner Mongolia [3][4]. Project Details - The project has completed the construction of a comprehensive warehouse and signed contracts for some equipment, with total expenditures amounting to 15.99 million yuan [3]. - The new construction plan aims to upgrade existing production lines and meet the growing market demand for high-performance products, particularly in concrete reinforcement applications [4][9]. Technical and Market Implications - The project will utilize advanced wet spinning technology and improvements in key production processes to enhance product quality and energy efficiency [4]. - The high-strength and high-modulus PVA fiber is expected to improve the performance of concrete, increasing its toughness and durability, thus meeting the needs of high-end users [4][9]. Strategic Alignment - The investment aligns with national economic and social development plans and is expected to enhance the company's core competitiveness in the fiber industry [9]. - The project is anticipated to improve the company's overall technical level, reduce energy consumption per product, and enhance profitability and market competitiveness [9][10].