福莱特玻璃集团股份有限公司 章 程 | 第一章 | 总则 | 2 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 3 | | | 第三章 | 股份 | 3 | | 第四章 | 股东和股东大会 7 | | | 第五章 | 董事会 | 23 | | 第六章 | 总裁及其他高级管理人员 30 | | | 第七章 | 监事会 | 32 | | 第八章 | 财务会计制度、利润分配和审计 34 | | | 第九章 | 通知和公告 | 38 | | 第十章 | 合并、分立、增资、减资、解散和清算 | 40 | | 第十一章 | 修改章程 | 43 | 第一章 总则 第一条 为维护福莱特玻璃集团股份有限公司（简称"公司"或"本公司"）、 股东及债权人的合法权益，规范公司的组织和行为，根据《中华人民共和国公 司法》（简称"《公司法》"）、《中华人民共和国证券法》（简称"《证券法》"）、 《香港联合交易所有限公司证券上市规则》（简称"《联交所上市规则》"）、《上 海证券交易所股票上市规则》（简称"《上交所上市规则》"，与《联交所上市规 则》合称"《上市规则》"）、《上市公司章程指引》（简称"《章程指引 ...

| 证券代码：601865 | 股票简称：福莱特 | 公告编号：2025-047 | | --- | --- | --- | | 转债代码：113059 | 转债简称：福莱转债 | | 福莱特玻璃集团股份有限公司 关于完成工商变更登记及章程备案的公告 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。 福莱特玻璃集团股份有限公司（以下简称"公司"） 于 2025 年 1 月 23 日、 2025 年 6 月 16 日分别召开了第七届董事会第三次会议、2024 年年度股东大会， 审议通过了《关于变更公司注册资本并修订公司章程的议案》，同意对《公司章 程》相关条款进行修改。具体内容详见公司分别于 2025 年 1 月 24 日和 2025 年 6 月 17 日披露的《福莱特玻璃集团股份有限公司关于变更公司注册资本并修订 公司章程的公告》（公告编号：2025-007）及《福莱特玻璃集团股份有限公司 2024 年年度股东大会决议公告》（公告编号：2025-040）。 近日，公司已完成了上述注册资本变更的工商登记手续及公司章程修订的备 案手 ...

Core Points - Flat Glass Group Co., Ltd. was established on December 29, 2005, through the restructuring of Zhejiang Flat Glass Mirror Co., Ltd. and is registered in the Zhejiang Provincial Market Supervision Administration [2] - The company was approved by the China Securities Regulatory Commission (CSRC) for its initial public offering of 450 million H shares on July 23, 2015, and listed on the Hong Kong Stock Exchange on November 26, 2015 [3] - The company also issued 150 million A shares, approved by the CSRC on November 23, 2018, and listed on the Shanghai Stock Exchange on February 15, 2019 [3] Company Structure - The registered capital of the company is RMB 585,729,820.25 [3] - The company has a total of 2,342,919,281 shares, with 1,901,204,281 A shares, accounting for approximately 81% of the total shares [7] - The company operates as a permanent limited liability company, with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [3][4] Business Operations - The company's business scope includes glass manufacturing, technical glass products manufacturing, mirror processing, and related activities [5] - The company emphasizes customer satisfaction, integrity, and mutual benefit as its operational objectives [5] Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of RMB 0.25 [6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [6] - The company prohibits providing financial assistance to individuals or entities purchasing its shares [7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, and supervise company operations [14] - Shareholders holding more than 5% of shares must report any pledging of their shares to the company [17] - The company has provisions to protect the rights of minority shareholders and ensure that major decisions are made with their input [19][20]

福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd. 第一章 總則 第一條 為維護福萊特玻璃集團股份有限公司（簡稱「公司」或「本公司」）、股東 及債權人的合法權益，規範公司的組織和行為，根據《中華人民共和國公司法》（簡 稱「《公司法》」）、《中華人民共和國證券法》（簡稱「《證券法》」）、《香港聯合交易所有 限公司證券上市規則》（簡稱「《聯交所上市規則》」）、《上海證券交易所股票上市規 則》（簡稱「《上交所上市規則》」，與《聯交所上市規則》合稱「《上市規則》」）、《上市公 司章程指引》（簡稱「《章程指引》」）和其他有關規定，制定本章程。 第二條 公司係依照《公司法》《證券法》《上市規則》《章程指引》和中國其他有 關法律、行政法規和規範性文件成立的股份有限公司。 公司係於2005年12月29日由原浙江福萊特玻璃鏡業有限公司整體改制以發起 方式設立的股份有限公司。在浙江省市場監督管理局註冊登記。公司的發起人為： 阮洪良、姜瑾華、阮澤雲、鄭文榮、沈福泉、祝全明、魏葉忠、沈其甫、陶宏珠、 魏述濤。公司的統一社會信用代碼為913300007044053729。 第三條 公司於2015年7月23 ...

Group 1 - The central government has emphasized the need to address "involution" competition and to regulate low-price disorderly competition in enterprises, aiming to promote the orderly exit of backward production capacity [1] - The photovoltaic and lithium battery industries are currently at a profit bottom, with photovoltaic losses being particularly significant, and the "anti-involution" approach is expected to be a key driver for the medium to long-term profit recovery in the new energy sector [1] - As of July 21, 2025, the CSI Photovoltaic Industry Index (931151) has risen by 0.91%, with notable increases in constituent stocks such as Tebian Electric (600089) up 4.72% and Shuangliang Energy (600481) up 2.30% [1] Group 2 - As of June 30, 2025, the top ten weighted stocks in the CSI Photovoltaic Industry Index (931151) include Yangguang Electric (300274), Longi Green Energy (601012), and TCL Technology (000100), with these stocks collectively accounting for 55.39% of the index [2]

Investment Rating - Industry Rating: Recommended [5] Core Insights - The report highlights the acceleration of humanoid robot production due to advancements in AI technology and domestic companies' efforts to replace core components, indicating a broad market opportunity [1][15] - The electric vehicle (EV) sector is entering a deep penetration phase, with new high-cost performance models expected to drive sales growth and stabilize the industry in the medium to long term [2][18] - The renewable energy sector is facing rising upstream raw material prices, which are expected to be passed down the supply chain, potentially leading to price rebounds for solar components [3][24] - The UK government's decision to relax AR7 offshore wind auction entry requirements is anticipated to boost investment enthusiasm and accelerate project implementation in the offshore wind sector [4][27] Summary by Sections Humanoid Robots - The launch of the new industrial humanoid robot Walker S2 by UBTECH enables 24/7 operation with a rapid battery swap system, indicating a significant technological breakthrough [1][15] - The report emphasizes the strong domestic demand for core components and the potential for domestic companies to benefit from this trend [1][15] - Key players in the humanoid robot supply chain are expected to see substantial opportunities as the industry matures [1][17] New Energy Vehicles - The report notes that the introduction of multiple new EV models is likely to enhance user experience and drive sales growth [2][18] - The EV industry is characterized by rapid growth, with new technologies and materials expected to improve performance and reduce costs [2][19] - The report identifies several investment opportunities within the EV supply chain, particularly in battery technology and related components [2][23] Renewable Energy - The report discusses the impact of rising prices for upstream materials like silicon, which are expected to lead to price increases for solar components [3][24] - It highlights the ongoing optimization of battery efficiency and the potential for companies with differentiated high-efficiency products to enhance profitability [3][26] - The report also notes the expected reduction in production from glass manufacturers, which could alleviate inventory and pricing pressures in the solar market [3][26] Offshore Wind Energy - The UK government's relaxation of AR7 offshore wind auction rules is seen as a positive signal for the global offshore wind industry, potentially increasing project participation [4][27] - The report anticipates that the extension of contract terms for difference agreements will further stimulate investment in offshore wind projects [4][28] - Key beneficiaries of this trend are expected to include leading domestic companies involved in offshore wind energy [4][28] Energy Storage - The introduction of capacity pricing policies for energy storage in Gansu province is expected to enhance the profitability of long-duration storage projects [8][31] - The report emphasizes the importance of energy storage in balancing renewable energy output and improving utilization rates [8][31] - Companies with technological advantages in energy storage are likely to be the first to benefit from these new policies [8][31]

Investment Rating - The investment rating for the company is "Buy" [4][10]. Core Views - The company is expected to see a significant quarter-on-quarter increase in performance for Q2, with estimated earnings of RMB 230-280 million for 1H25, and RMB 120-170 million for Q2, representing a 41% increase from the previous quarter [2][7]. - The report anticipates a recovery in product prices following substantial industry production cuts, which are expected to lead to a bottoming out of prices for photovoltaic glass [7][8]. - The company has a production capacity of 2,000 tons of photovoltaic glass in Vietnam, which is significant for exports to the U.S. The report suggests monitoring the progress of trade agreements between the U.S. and Vietnam, as a reduction in tariffs could benefit the company's operations [7][8]. - The report maintains a positive outlook on the photovoltaic supply side, citing recent government meetings aimed at regulating the industry and promoting the exit of outdated production capacity [7][8]. Financial Overview - Revenue projections for the company are as follows: RMB 21,524 million in 2023, RMB 18,683 million in 2024, RMB 16,543 million in 2025E, RMB 20,822 million in 2026E, and RMB 23,232 million in 2027E, with a year-on-year growth of 39.2% in 2023, followed by declines in 2024 and 2025, and recoveries in subsequent years [3][11]. - Net profit is projected to be RMB 2,760 million in 2023, dropping to RMB 1,007 million in 2024, and further to RMB 340 million in 2025E, before rebounding to RMB 1,828 million in 2026E and RMB 2,368 million in 2027E [3][11]. - The earnings per share (EPS) are expected to be RMB 1.17 in 2023, decreasing to RMB 0.43 in 2024, and RMB 0.15 in 2025E, with a significant recovery anticipated in 2026E and 2027E [3][11]. - The price-to-earnings (P/E) ratio is projected to be 7.8 in 2023, increasing to 21.2 in 2024, and then to 62.6 in 2025E, before stabilizing in the following years [3][11]. Market Performance - The company's stock price has shown a year-to-date change of -8.88%, with a 52-week high of HKD 15.84 and a low of HKD 7.75 [6][10]. - The average daily trading volume is reported at 10.68 million shares [6].

Summary of Conference Call Records Industry Overview - The conference call primarily discusses the **consumption building materials industry** and its performance in 2024, highlighting a **7.2% year-on-year decline** in revenue for the sector [1] - The **real estate demand** remains weak, impacting the consumption building materials sector, which has seen continuous revenue pressure over the past few quarters [1] Key Points and Arguments - **Revenue Trends**: The revenue growth for the consumption building materials sector is expected to decline in 2024, with quarterly comparisons showing fluctuations: **0.2% growth**, **5.3% decline**, **10.7% decline**, **10.9% decline**, and **5.7% decline** from Q1 2024 to Q1 2025 [1] - **Profitability Issues**: The industry faces challenges such as **declining gross margins** due to reduced demand and increased expense ratios. Some companies have reported increased impairments on goodwill and assets [2] - **Improvement in Profitability**: In Q1 2024, some companies managed to stabilize and improve profitability through better gross margins and expense control, with half of the consumption building materials companies reporting year-on-year gross margin increases [2] - **Net Profit Performance**: Among 26 analyzed companies, **10 reported year-on-year net profit increases**, and **9 showed improvements in net profit margins** both year-on-year and quarter-on-quarter, particularly in waterproofing and coating sectors [3] - **Market Resilience**: Despite the downturn in new housing demand, the sector shows resilience supported by the high demand for second-hand housing, which could lead to revenue growth if new housing demand stabilizes [4] Additional Insights - **Future Growth Potential**: Companies with strong brand and channel capabilities are expected to have significant growth potential. Key players mentioned include **Sanhe Tree, Tubaobao, Beixing Building Materials, and others** [5] - **Cement Industry Outlook**: The cement sector is projected to see a bottoming out in Q1 2024, with expectations of gradual improvement in profitability throughout the year. The industry experienced a **35% year-on-year decline** in scale in 2024 [5] - **Price Trends**: Cement prices are expected to rise after a period of decline, with a **1.4% year-on-year drop** in demand noted in Q1 2024, but a recovery is anticipated post-Chinese New Year [6] - **Cost Management**: The decline in coal prices is expected to stabilize industry profitability, with a projected **6% year-on-year decline** in cement demand for 2025 [7] - **Investment and Dividends**: Companies with low cash flow and stable investment returns, such as **Tapai Group and Ningxia Building Materials**, are highlighted for their significant profit contributions [8] Conclusion - The consumption building materials and cement industries are navigating through challenging market conditions, with signs of potential recovery in profitability and demand stabilization. Key players are expected to leverage their market positions for future growth opportunities.

Group 1 - The company expects to achieve a net profit attributable to shareholders of the parent company between 230 million to 280 million yuan for the first half of 2025, representing a decrease of 1.219 billion to 1.269 billion yuan compared to the same period last year, which is a year-on-year decline of 81.32% to 84.66% [1][2] - The net profit attributable to shareholders of the parent company, after deducting non-recurring gains and losses, is expected to be between 195 million to 245 million yuan, a decrease of 1.235 billion to 1.285 billion yuan compared to the same period last year, reflecting a year-on-year decline of 83.45% to 86.82% [1][2] - The significant decline in profit is primarily due to a notable decrease in the sales price of photovoltaic glass, which has led to a substantial drop in sales revenue and net profit [2] Group 2 - In the same period last year, the total profit was 1.712 billion yuan, and the net profit attributable to shareholders of the parent company was 1.499 billion yuan, with a net profit after deducting non-recurring gains and losses of 1.480 billion yuan [2] - The company maintains a strong competitive advantage in the photovoltaic glass sector despite the challenges posed by structural adjustments and temporary overcapacity in the photovoltaic industry [2] - The company has a healthy balance sheet and ample financial reserves, continuing to invest in technological innovation and enhancing research and development capabilities [2]

盈利警告 本公告由福萊特玻璃集團股份有限公司（「本公司」，連同其附屬公司統稱「本集團」）根據香港聯合交 易所有限公司證券上市規則（「上市規則」）第13.09（2）條及香港法例第571章證券及期貨條例第XIVA 部項下內幕消息條文（定義見上市規則）刊發。 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分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。 福萊特玻璃集團股份有限公司 Flat Glass Group 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：6865） 股東及潛在投資者於買賣本公司股份時務請審慎行事。 本公司董事會（「董事會」）謹此告知本公司股東（「股東」）及潛在投資者，根據初步審閱本集團截至二 零二五年六月三十日止六個月的（「本報告期」未經審核綜合管理賬目及董事會目前獲得的資料，預 計(i)本集團截至二零二五年六月三十日止六個月，實現歸屬於上市公司股東的淨利潤為人民幣230 百萬元到人民幣280百萬元，與上年同期相比，將減少人民幣1,219百萬元到人民幣 ...