福耀玻璃工业集团股份有限公司 2023 年度股东大会 会 议 资 料 二○二四年四月二十五日 1 目录 | 一、2023 年度董事局工作报告 3 | | | --- | --- | | 二、2023 年度监事会工作报告 14 | | | 三、2023 年度财务决算报告 16 | | | 四、2023 年度利润分配方案 19 | | | 五、2023 年年度报告及年度报告摘要 21 | | | 六、关于续聘普华永道中天会计师事务所（特殊普通合伙）作为 2024 年度境内 | | | 审计机构与内部控制审计机构的议案 22 | | | 七、关于续聘罗兵咸永道会计师事务所作为本公司 2024 年度境外审计机构的议 | | | 案 26 | | | 八、独立董事 2023 年度述职报告 27 | | | 九、关于修改《公司章程》的议案 37 | | | 十、关于修改《股东大会议事规则》的议案 55 | | | 十一、关于修改《董事局议事规则》的议案 60 | | | 十二、关于修改《独立董事制度》的议案 60 | | | 十三、关于修改《独立董事现场工作制度》的议案 60 | | | 十四、关于制定《福耀玻璃工业集团 ...

重要内容提示： 一、 召开会议的基本情况 (一) 股东大会类型和届次 2023 年度股东大会 召开的日期时间：2024 年 4 月 25 日 14 点 00 分 召开地点：中国福建省福清市融侨经济技术开发区福耀工业村本公司会议室 证券代码：600660 证券简称：福耀玻璃 公告编号：2024-015 股东大会召开日期：2024年4月25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 福耀玻璃工业集团股份有限公司 关于召开 2023 年度股东大会的通知 本公司董事局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。 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 4 月 25 日 至 2024 年 4 月 25 日 公司 A 股股东采用上海证券交易所股东大会网络投票系统，通过交易系统投 票平台的投票时间为股东大会召开当日的交易时间段，即 9:15-9:25， 9:30-11:30，13:00-15:00；通过互联网投票平台的投票时间为股东大会召开当 日的 9:15-15:00。 ( ...

Financial Performance - The company achieved a consolidated revenue of RMB 33,160,997,000, representing an 18.02% increase compared to the previous year[6]. - The pre-tax profit for the year was RMB 6,715,450,000, reflecting a growth of 20.38% year-on-year[6]. - The net profit attributable to the company's shareholders was RMB 5,628,684,000, which is an 18.37% increase from the previous year[6]. - Earnings per share increased to RMB 2.16, marking an 18.68% growth compared to the prior year[6]. - The gross profit margin improved to 34.14% in 2023, up from 32.73% in 2022[23]. - The company's total asset return rate was 9.94%, compared to 9.36% in the previous year[23]. - The company reported a foreign exchange gain of RMB 368,696 thousand, down from RMB 1,045,238 thousand in the previous year, impacting pre-tax profit[68]. - The company reported a significant increase in revenue, achieving a total of 60 billion RMB for the fiscal year 2023[136]. Dividend and Shareholder Returns - The proposed cash dividend is RMB 1.30 per share, totaling approximately RMB 3,392,666,591.60, which accounts for 60.27% of the net profit attributable to shareholders[2]. - The company plans to distribute a cash dividend of RMB 1.30 per share (tax included), totaling RMB 3,392,666,591.60, which represents 60.27% of the annual profit attributable to the owners of the parent company[185]. - The company has implemented a cash dividend policy, distributing at least 20% of the distributable profits as cash dividends, with a total cash dividend of RMB 3,262,179,415 (approximately $471 million) for the 2022 fiscal year[183]. Investment and Growth Strategy - The company plans to invest a total of RMB 9 billion in Fuzhou and Hefei to support future growth[6]. - The company aims to expand the boundaries of "one piece of glass" and enhance research on intelligent and integrated glass trends, while continuously promoting aluminum trim business[28]. - The company plans to enhance product quality and customer satisfaction by addressing pain points and ensuring stable production processes[30]. - The company is focusing on digital green factory construction to optimize industry and energy structures, aiming to become a benchmark for high-quality development[28]. - The company is exploring the application of artificial intelligence in glass development, manufacturing, and quality control to drive digital transformation and intelligent upgrades[28]. Risk Management - The company has outlined potential risks in its future development strategies, which are detailed in the board report[4]. - The company faces risks from economic, political, and social conditions, particularly due to its reliance on both domestic and international markets[32]. - The company is addressing industry development risks by diversifying its product line and enhancing product value to meet evolving customer demands[33]. - The company is managing foreign exchange risks through monitoring and optimizing currency transactions, as well as establishing local production in Europe and the U.S.[36]. Corporate Governance - The company has maintained a cooperative relationship with its largest customer for over 20 years, indicating strong customer loyalty[61]. - The company has complied with the Corporate Governance Code as per the Hong Kong Listing Rules during the reporting period[58]. - The company emphasizes the importance of developing unique technologies and new automotive glass products, which may require significant investment before generating revenue[37]. - The company has established a long-term mechanism to prevent the controlling shareholder from occupying company assets and infringing on the company's interests[112]. Research and Development - The company is investing heavily in R&D, with a budget increase of 25% for the upcoming fiscal year, focusing on innovative technologies[132]. - The total R&D expenditure for the period was RMB 1,403,030 thousand, accounting for 4.23% of total revenue[86]. - The company is committed to enhancing R&D investment and improving independent innovation capabilities to maintain competitive advantages in the automotive glass industry[37]. - The company has a strong R&D innovation capability and flexible production capacity, enabling rapid response to the high demands of the automotive industry's new trends[29]. Environmental Responsibility - The company is focused on environmental protection and aims to achieve international leading standards in materials, processes, and energy conservation through technological innovation[40]. - The company has implemented various environmental protection measures, including the installation of online monitoring devices for emissions[63]. - The company has reported no exceedances in pollutant discharge limits for wastewater and air emissions[198]. - The company has invested 118.23 million yuan in environmental protection during the reporting period[196]. Employee and Workforce Management - The total number of employees in the parent company is 1,582, while the main subsidiaries employ 31,139, resulting in a total of 32,721 employees[178]. - The gender composition shows that males account for 78.25% (25,603) and females account for 21.75% (7,118) of the total workforce[179]. - The company has a structured compensation policy that includes basic salary, performance pay, bonuses, and benefits, with regular adjustments based on performance[181]. - The training program includes onboarding and ongoing education, covering various aspects such as company culture, ethics, and safety management[182].

研究报告Research Report 21 Mar 2024 福耀玻璃 Fuyao Glass Industry Group (600660 CH) 2023 年年报点评：价量齐增，资本开支提速加码产能扩张 2023 Review: Both ASP and Volume Increased, with Accelerated CAPEX to Boost Capacity Expansion [观Ta点ble聚_y焦em Ieniv1e]s tment Focus [Tab维le_持Info优] 于大市Maintain OUTPERFORM (Please see APPENDIX 1 for English summary) 评级 优于大市OUTPERFORM 价量齐增，业绩符合预期。公司发布 2023 年年报，全年实现营收 现价 Rmb43.18 331.61亿元（HTI：328.45亿元），同比+18.0%；归母净利润56.29 目标价 Rmb52.61 亿元（HTI：56.08亿元），同比+18.4%；扣非归母净利润55.27亿 HTI ESG 3.0-2.8-4.0 元（HTI：55.44 亿元 ...

Investment Rating - The report maintains a "Buy" rating for Fuyao Glass with a target price of HKD 49.2, representing a potential upside of 25.7% from the current price of HKD 39.1 [6][13]. Core Insights - Fuyao Glass achieved robust growth in 2023, with revenue reaching RMB 33.16 billion, an increase of 18.02% year-on-year, and net profit of RMB 5.63 billion, up 18.37% year-on-year. The earnings per share also grew by 18.68% to RMB 2.16 [4][9]. - The company is focusing on enhancing its product mix and operational management, which has led to continuous revenue and profit growth [4][10]. - The automotive glass business saw a volume increase of 10.24% in 2023, with revenue rising by 16.79% and average selling price (ASP) increasing by 5.94% to RMB 2.12 per square meter [5][11]. Financial Performance Summary - In 2023, Fuyao Glass reported total revenue of RMB 33.16 billion, with a year-on-year growth of 18.02%. The total profit reached RMB 671.6 million, marking a 20.38% increase, while the net profit attributable to shareholders was RMB 562.9 million, up 18.37% [4][9]. - The company’s gross margin improved to 34.1% in 2023, up from 32.7% in 2022, indicating enhanced profitability [7][11]. - The forecast for revenue from 2024 to 2026 is projected to grow to RMB 38.17 billion (+15.1%), RMB 44.77 billion (+17.3%), and RMB 53.05 billion (+18.5%) respectively, with net profit expected to reach RMB 6.21 billion (+10.3%), RMB 7.38 billion (+18.8%), and RMB 8.83 billion (+19.7%) [6][13]. Industry Outlook - The global automotive industry continues to have significant growth potential, particularly in developing countries where car ownership is still low compared to developed nations. For instance, China's car ownership per hundred people is approximately 24, compared to over 50 in countries like the US, Japan, and Germany [10]. - The trend towards "electrification, connectivity, intelligence, and sharing" in the automotive sector is creating new opportunities for the automotive glass industry, as new technologies are increasingly integrated into automotive glass products [10][11].

Investment Rating - The report maintains a "Buy" rating for Fuyao Glass (600660 SH) [1][3] Core Views - Fuyao Glass achieved a 76% YoY increase in Q4 2023 net profit, with both YoY and QoQ improvements in profitability [1] - The company's revenue in 2023 reached RMB 33 161 billion, up 18% YoY, with net profit attributable to shareholders of RMB 5 629 billion, also up 18% YoY [1] - The automotive glass ASP increased by 5 94% to RMB 213 per square meter in 2023, driven by industry upgrades [1] - Fuyao Glass's global market share in automotive glass reached 40 2% in 2023, up 0 2 percentage points YoY [1] Financial Performance - In Q4 2023, Fuyao Glass's revenue was RMB 9 335 billion, up 22% YoY and 6% QoQ, with net profit attributable to shareholders of RMB 1 503 billion, up 76% YoY and 17% QoQ [1] - The company's gross margin in 2023 was 35 39%, up 1 36 percentage points YoY, while the net margin attributable to shareholders was 16 97%, up 0 05 percentage points YoY [1] - In Q4 2023, the gross margin was 36 54%, up 3 69 percentage points YoY and 0 23 percentage points QoQ, with a net margin of 16 10%, up 4 94 percentage points YoY and 1 43 percentage points QoQ [1] Capacity Expansion - Fuyao Glass plans to invest RMB 3 25 billion in its Fujian subsidiary to build an annual production capacity of approximately 20 5 million square meters of automotive safety glass [1] - The company also plans to invest RMB 5 75 billion in its Hefei subsidiary to build an annual production capacity of approximately 26 1 million square meters of automotive safety glass and two float glass production lines [1] - The company's capital expenditure for 2024 is expected to be RMB 8 1 billion, up 82% YoY compared to the actual expenditure of RMB 4 5 billion in 2023 [1] High-Value-Added Products - The proportion of high-value-added products such as smart panoramic sunroof glass, dimmable glass, HUD glass, ultra-insulated glass, lightweight ultra-thin glass, and coated heated glass increased by 9 54 percentage points in 2023 [1] - The automotive glass industry's single-vehicle value is expected to grow at a CAGR of over 8% from 2020 to 2025, driven by the penetration of high-value-added glass [1] Market Outlook - The automotive glass industry is expected to benefit from the trend of electrification and intelligence, with the potential for increased glass usage per vehicle (from 4 square meters to 6 square meters) and higher value per square meter (from RMB 600 to over RMB 2000) [1] - The company's revenue for 2024-2026 is forecasted to be RMB 38 8 billion, RMB 44 billion, and RMB 51 2 billion, respectively, with net profit attributable to shareholders of RMB 6 2 billion, RMB 7 1 billion, and RMB 8 4 billion [1] Valuation - The target valuation for Fuyao Glass in 2024 is RMB 52-57, corresponding to a PE ratio of 22-24x, with a potential upside of 20%-31% from the current price [1]

Compa n y U pda te Ch in a Re sea rch Dep t . m 2 024年3月19日 福耀玻璃 (600660.SH/03606.HK) Buy 买进 沈嘉婕 H70455@capital.com.tw 2023年业绩稳健增长，产能扩张加速，建议“买进” 目标价(元) RMB 55.8 结论与建议： 公司基本资讯 公司发布2023年年报，实现营业收入331.6亿元，YOY+18%,录得净利润 产业别 汽车 A股价(2024/3/19) 42.35 56.3亿，YOY+18.4%（扣非后净利润55.3亿，YOY+18.5%），折合EPS为2.16 上证指数(2024/3/19) 3062.76 元，业绩符合预期。 股价12个月高/低 46.48/31.71 总发行股数(百万) 2609.74 随着汽车行业向着电动化和智能化演变，公司加快开发智能化玻璃产品， A股数(百万) 2002.99 产品附加值增长空间大；公司积极扩张产能，随着中国车企加速出海，公司 A市值(亿元) 848.26 全球市占率有望稳步提升。我们预计公司2024/2025/2026年的净利润将分别达 主要股东 ...

Investment Rating - The report maintains a rating of "Accumulate" for Fuyao Glass [4] Core Views - Fuyao Glass achieved a revenue of 33.16 billion RMB in 2023, representing an 18.0% year-on-year growth, with a net profit of 5.63 billion RMB, up 18.4% year-on-year [1][2] - The company plans to increase capital expenditure significantly in 2024 to 8.12 billion RMB, reflecting confidence in future growth [3][8] Revenue Summary - In 2023, the company sold automotive glass with a sales area increase of 10.24%, aligning with the industry growth of 12% in domestic automobile sales [2] - The average price of automotive glass increased by 5.9% year-on-year, driven by product upgrades with high-value glass products accounting for a 9.54 percentage point increase [2] Profit Summary - The gross margin for 2023 was 35.4%, an increase of 1.4 percentage points year-on-year, with the highest margin of 36.5% achieved in Q4 2023 [2] - The net profit margin for 2023 was 17.0%, reflecting a 0.1 percentage point increase year-on-year, primarily supported by improved gross margins [2] Capacity Expansion and Product Upgrade - The company plans to invest 8.12 billion RMB in capital expenditures in 2024, with significant investments in new production lines for automotive safety glass [3] - The proportion of high-value products such as smart panoramic glass and adjustable light glass is continuously increasing, contributing to long-term growth potential [3] Financial Projections - The report forecasts revenues of 40.42 billion RMB, 45.63 billion RMB, and 51.88 billion RMB for 2024, 2025, and 2026, respectively, with corresponding net profits of 6.66 billion RMB, 7.82 billion RMB, and 9.12 billion RMB [8]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1][6]. Core Views - The company achieved record high revenue and strong profitability in Q4, with a revenue of 93.4 billion yuan, representing a year-on-year growth of 21.9% [3][4]. - The growth in revenue is attributed to the increasing proportion of high-value-added products, which has improved the average selling price (ASP) [4]. - The company is expanding its production capacity significantly, with planned investments of 32.5 billion yuan and 57.5 billion yuan for new production lines, which will enhance its market share [4]. - The aluminum trim business is expected to enter a growth phase, driven by new orders and production ramp-up [4]. Summary by Sections Financial Performance - In 2023, the company reported a revenue of 33.16 billion yuan, up 18% year-on-year, and a net profit of 5.63 billion yuan, also up 18.4% year-on-year [3][4]. - The Q4 2023 net profit reached 1.5 billion yuan, a significant increase of 75.9% year-on-year [3]. Revenue and Profitability - The gross margin for Q4 2023 was 36.54%, an increase of 3.69 percentage points year-on-year, driven by improved production efficiency and cost reduction [4]. - The ASP for high-value products has increased, with the proportion of such products rising by 9.54 percentage points year-on-year [4]. Production Capacity and Expansion - The company plans to invest approximately 81.2 billion yuan in capital expenditures in 2024, the highest in five years, to expand its production capacity [4]. - The total new production capacity will add 46.6 million square meters of automotive glass, representing 32.5% of the company's production scale in 2023 [4]. Future Profitability Forecast - The forecast for net profit for 2024 and 2025 has been raised to 6.29 billion yuan and 7.21 billion yuan, respectively, with a new estimate for 2026 at 8.52 billion yuan [4].

Investment Rating - The report maintains a "Buy" rating for both A and H shares of the company, with a target price of 46.94 CNY and 48.11 HKD respectively [3]. Core Insights - In 2023, the company's automotive glass business saw a significant increase in both volume and price, leading to a robust revenue growth of 18.0% year-on-year, outperforming the domestic automotive sales growth by approximately 7.5 percentage points [2][7]. - The company's gross margin improved to 35.4% in 2023, benefiting from reduced material costs and increased capacity utilization [2][13]. - The revenue from high-value-added automotive glass products increased, contributing to an average selling price (ASP) rise to 213.2 CNY per square meter, up 5.9% year-on-year [2][17]. - The company plans to increase capital expenditures to 81.2 billion CNY in 2024, which is expected to support new project investments and capacity expansion, potentially enhancing market share [2][17]. - The forecasted earnings per share (EPS) for 2024-2026 are 2.49 CNY, 2.92 CNY, and 3.45 CNY respectively, indicating a positive growth trajectory [2][19]. Summary by Sections Revenue Performance - The company achieved a total revenue of 331.6 billion CNY in 2023, with automotive glass sales contributing 298.9 billion CNY, reflecting a year-on-year growth of 16.8% [2][7]. - Domestic and international revenues were 178.6 billion CNY and 147.9 billion CNY respectively, with year-on-year growth rates of 20.5% and 15.3% [7][10]. Profitability Metrics - The net profit attributable to the parent company was 56.3 billion CNY, marking an 18.4% increase year-on-year [2][19]. - The company reported a net profit margin of 17.0% for 2023, a slight increase from the previous year [2][13]. Cost Management - The report highlights a decrease in financial expenses due to reduced foreign exchange gains, with a financial expense ratio of -2.1% [2][13]. - The company’s cost management strategies have led to a decrease in sales, management, and R&D expense ratios [2][13]. Future Outlook - The company is positioned to benefit from the ongoing trends in electric and intelligent vehicle development, which are expected to drive demand for high-value products [2][17]. - The anticipated capital expenditures are aimed at expanding production capacity, which is expected to further enhance the company's competitive position in the market [2][17].