2024 年度報 告 2024 ANNUAL REPORT 2024 目 錄 公司資料 2 五年財務概要 4 管理層討論與分析 5 董事、監事及高級管理層簡歷 24 企業管治報告 28 董事會報告 39 監事會報告 58 獨立核數師報告 60 合併資產負債表 64 母公司資產負債表 66 合併利潤表 68 母公司利潤表 69 合併現金流量表 70 母公司現金流量表 71 合併股東權益變動表 72 母公司股東權益變動表 74 財務報表附註 76 補充資料 259 公司資料 審核委員會 徐攀女士 （主席） 華富蘭女士 （辭任於二零二四年十一月十八日） 吳幼娟女士 杜健女士 （委任於二零二四年十一月十八日） 薪酬委員會 董 事 執行董事 阮洪良先生 （董事會主席） 姜瑾華女士 阮澤雲女士 魏葉忠先生 沈其甫先生 獨立非執行董事 徐攀女士 華富蘭女士 （辭任於二零二四年十一月十八日） 吳幼娟女士 杜健女士 （委任於二零二四年十一月十八日） 監 事 鄭文榮先生 （監事會主席） 沈福泉先生 祝全明先生 鈕麗萍女士 張惠珍女士 徐攀女士 （主席） 阮洪良先生 華富蘭女士 （辭任於二零二四年十一月十八日） 杜健女士 （委任於 ...

Flat Glass Group Co., Ltd. （於中華人民共和國註冊成立的股份有限公司） 香港交易及結算有限公司和香港證券交易有限公司不對本公告的內容負責，不對本公告的準確性 或完整性做任何聲明，也明確不對依賴本公告全部或任何部分內容而產生任何損失負擔任何責 任。 福萊特玻璃集團股份有限公司 （股份代號：6865） 董事會會議日期 福萊特玻璃集團股份有限公司（簡稱「公司」）董事會（簡稱「董事會」），特此宣佈董事會會議將在2025 年4月29日（星期二）舉行，藉以（其中包括）考慮並商討批准公司及其下屬公司截至2025年3月31日止 三個月的未經審計的第一季度業績。 承董事會命 福萊特玻璃集團股份有限公司 阮洪良 董事長 中國浙江省嘉興市 二零二五年四月十五日 在此公告之日起，公司的執行董事為阮洪良先生、姜瑾華女士、阮澤雲女士、魏葉忠先生和 沈其甫先生，公司的獨立非執行董事為徐攀女士、杜健女士和吴幼娟女士。 ...

| 证券代码：601865 | 股票简称：福莱特 | 公告编号：2025-028 | | --- | --- | --- | | 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 2024 年度业绩暨分红说明会情况的公告 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。 为便于广大投资者更全面深入地了解福莱特玻璃集团股份有限公司（以下简 称"公司"）2024 年年度的经营成果、财务状况、现金分红等相关情况，根据上 海证券交易所的相关规定，公司于 2025 年 4 月 16 日（星期三）上午 10:00-11:00 通过上海证券交易所上证路演中心（http://roadshow.sseinfo.com/）召开了关 于 2024 年度业绩暨分红说明会，就公司 2024 年年度的经营成果、财务状况及现 金分红的具体情况与投资者进行互动交流和沟通，在信息披露允许的范围内就投 资者普遍关注的问题进行了解答。现将有关事项公告如下： 一、本次说明会召开情况 公司已于 2025 年 3 月 28 日通过指 ...

Financial Performance - The company's revenue for the fiscal year ending December 31, 2024, was approximately RMB 18,682.6 million, a decrease of 13.20% compared to RMB 21,523.7 million for the fiscal year ending December 31, 2023[13]. - The net profit attributable to the parent company's shareholders for the fiscal year ending December 31, 2024, was RMB 1,006.6 million, representing a significant decline of 63.53% from RMB 2,759.7 million in the previous fiscal year[13]. - The overall gross margin has declined significantly due to the continuous drop in photovoltaic glass prices, which is the company's core product[12]. - The revenue from photovoltaic glass in 2024 was RMB 16,816.1 million, down 14.54% from RMB 19,676.5 million in the previous fiscal year[58]. - Gross profit for the year ended December 31, 2024, was RMB 2,895.0 million, down 38.31% from RMB 4,693.0 million in 2023, with a gross margin of 15.50%, down 6.30 percentage points from 21.80%[64]. - EBITDA for the year ended December 31, 2024, decreased to RMB 3,625.0 million from RMB 5,384.9 million in 2023, resulting in an EBITDA margin of 19.40% compared to 25.02% in the previous year[75]. - Net profit for the year ended December 31, 2024, was RMB 1,016.1 million, a decrease of 63.22% from RMB 2,763.0 million in 2023[75]. - The operating costs for the year ended December 31, 2024, were RMB 15,787.6 million, a reduction of RMB 1,043.1 million or 6.20% compared to RMB 16,830.7 million in 2023[63]. Assets and Liabilities - Non-current assets increased to RMB 29,042.8 million in 2024 from RMB 26,149.0 million in 2023, reflecting a growth of 7.2%[10]. - Current assets decreased to RMB 13,877.0 million in 2024 from RMB 16,833.0 million in 2023, a decline of 17.4%[10]. - Total assets remained relatively stable at RMB 42,919.8 million in 2024 compared to RMB 42,982.0 million in 2023[10]. - Total liabilities increased to RMB 21,135.6 million in 2024 from RMB 20,691.1 million in 2023, an increase of 2.1%[10]. - The debt-to-asset ratio as of December 31, 2024, was 49.24%, an increase of 1.10 percentage points from 48.14% in 2023[76]. Market Challenges - The company is facing significant challenges in the industry environment, particularly due to the imbalance of supply and demand affecting its operational income[12]. - The company is facing challenges due to oversupply in the photovoltaic industry, leading to significant price declines and increased competition[52]. - The geopolitical trade barriers and domestic consumption challenges are limiting rapid growth in demand, impacting the overall market dynamics[57]. - The company faces significant risks related to the photovoltaic glass market, including potential decreases in demand and pricing due to macroeconomic factors[171]. Strategic Initiatives - The company has implemented strategies to enhance quality and efficiency, but these measures have not fully offset the operational pressures from falling photovoltaic glass prices[13]. - The company plans to enhance its competitive advantage by developing large-scale kilns, which are expected to lower production costs and improve efficiency[55]. - New product development includes aesthetic glass products to address color differences in distributed rooftop projects, enhancing the visual appeal of photovoltaic components[56]. - The company is also focusing on the development of coated glass for offshore photovoltaic power stations to ensure efficient and stable power generation[56]. - The company aims to strengthen industry self-discipline and prevent harmful competition through various measures, including supply-side reforms[54]. - The company is committed to optimizing operational management and enhancing product quality to mitigate the pressures from declining photovoltaic glass prices[57]. Employee and Governance - The total number of employees as of December 31, 2024, is 7,759, with total employee compensation reaching RMB 958.3 million, accounting for 5.13% of total revenue[81]. - The company has a strong focus on strategic development, with key executives involved in various investment and management roles since 2016[99]. - The company has been actively expanding its management team, with independent directors bringing diverse academic backgrounds and professional experiences[102][103][104]. - The board consists of five executive directors and three independent non-executive directors, ensuring a balanced governance structure[116]. - The company emphasizes the importance of good corporate governance to ensure compliance with applicable laws and regulations[115]. - The company has adopted the corporate governance code as per the Hong Kong Stock Exchange rules from January 1, 2024, to December 31, 2024[115]. Shareholder Engagement - The board of directors did not recommend the payment of a final dividend for the year ended December 31, 2024, considering the company's funding needs[83]. - The company encourages shareholder participation in meetings, providing opportunities for direct communication with the board[159]. - Shareholders holding more than 3% of the company's shares can submit written proposals for discussion at the annual general meeting[156]. - The board will continue to review policies to ensure effective communication with shareholders and investors[157]. Environmental and Social Responsibility - The company has installed environmental protection and energy-saving equipment, including flue gas desulfurization and denitrification devices, to minimize environmental impact[175]. - The company received the "National Green Factory" title from the Ministry of Industry and Information Technology in November 2023 for its contributions to environmental protection and energy conservation[175]. - The company must comply with various Chinese environmental laws and regulations, which may impact production capacity and increase costs if there are adverse changes[172]. - The company has obtained ISO 14001:2015 environmental management system certification for compliance with applicable environmental regulations[175]. - The company’s production activities generate nitrogen oxides and sulfur dioxide as major pollutants, and it actively monitors emissions to comply with standards[175]. Financial Management - The company has implemented a prudent financing and financial policy to minimize financial risks while maintaining a good financial condition and reasonable financial costs[78]. - The group has established various currency structure forward contracts to mitigate foreign exchange risks, closely monitoring ongoing currency fluctuations[79]. - The company plans to issue A-share convertible bonds with a total amount not exceeding RMB 4 billion to enhance its capital strength and meet operational funding needs[192]. - The company completed a private placement of A-share stocks, raising a net amount of approximately RMB 5.97 billion, with 32.35% allocated to the production of high-transparency glass for new energy equipment[196]. Audit and Compliance - The Audit Committee held six meetings during the reporting period to review the annual performance and interim financial results, ensuring compliance with applicable accounting standards[131]. - The internal audit team, with the assistance of management, conducted a review of the system and found it to be effective and adequate[152]. - The board of directors is responsible for reviewing the effectiveness of the internal control and risk management systems, ensuring compliance with corporate governance principles[152].

Core Viewpoint - The company Fuyat has announced a significant decline in its financial performance for 2024, with revenue and net profit experiencing substantial drops due to industry overcapacity and falling prices of photovoltaic glass [1][2][3]. Financial Performance - In 2024, Fuyat reported total revenue of 18.683 billion yuan, a year-on-year decrease of 13.20%, and a net profit of 1.007 billion yuan, down 63.52% [3]. - The fourth quarter of 2024 saw revenue of 4.079 billion yuan, a decline of 27.67%, with a net profit of -289 million yuan, marking a 136.54% decrease in profitability [3]. - The photovoltaic glass segment generated revenue of 16.816 billion yuan, down 14.54%, with an average selling price of 13.30 yuan per square meter, a decrease of 17.59% [3]. Industry Challenges - The photovoltaic glass industry is facing high investment and asset-heavy conditions, with supply-demand imbalances leading to rapid price declines, which are core factors in Fuyat's poor performance [3]. - The company's gross margin for photovoltaic glass was 15.64%, down 6.81 percentage points year-on-year, indicating ongoing pressure on profitability [3][8]. Sales and Market Dynamics - Fuyat's sales volume for photovoltaic glass reached approximately 1.265 billion square meters, showing only a 3.70% increase year-on-year, suggesting stagnation in sales growth despite price declines [3]. - The overseas sales proportion has risen again in 2024 after several years of decline, raising concerns about future performance amid a challenging international environment [5]. Financing and Debt Levels - Since its IPO, Fuyat has raised a total of 12.5 billion yuan through various financing methods, including private placements and convertible bonds, yet its debt ratio remains significantly higher than that of comparable companies [6][7]. - The company has made substantial investments to reduce production costs, including a 3.3 billion yuan acquisition of two raw material mines, but this has not reversed the trend of declining profitability [8].

Investment Rating - The industry rating is "Hold" [5] Core Viewpoints - The expansion of domestic demand policies is expected to continue, making 2025 a year of profit recovery for the building materials sector. The government emphasizes boosting consumption and investment efficiency as top priorities for 2025, which is likely to support demand recovery in the building materials industry [5][15][33] - The building materials sector has seen profitability bottoming out across various sub-industries, with significant recovery potential if demand improves. The supply side is providing strong support, and leading companies are expected to recover profits first [5][15][33] Summary by Sections 1. Expansion of Domestic Demand Policies - The government is focusing on expanding domestic demand to counteract export pressures due to increased tariffs from the U.S. This is expected to lead to a recovery in building materials demand [5][15] - The building materials sector has experienced profitability bottoming out, with cement and fiberglass seeing a bottom in Q1 2024, and float glass expected to bottom out in September 2024 [15][33] 2. Consumer Building Materials - The retail building materials sector is expected to recover first, supported by a small spring in the second-hand housing market and subsidy policies. Leading companies in this sector are showing strong operational resilience [5][15][33] - Key companies to watch include SanKeTree, Rabbit Baby, North New Materials, Weixing New Materials, Oriental Yuhong, China Liansu, and Dongpeng Holdings [5][33] 3. Cement - The national average cement price increased by 0.1% week-on-week, with a current average price of 397 RMB/ton, reflecting a year-on-year increase of 11.2% [5][15][33] - Leading companies such as Conch Cement and Huaxin Cement are expected to perform well, with the industry valuation at historical low levels [5][33] 4. Glass - Float glass prices are stable, with the average price at 1314 RMB/ton, down 24.2% year-on-year. The photovoltaic glass market is also stable, with new order prices increasing [5][15][33] - Key companies in the glass sector include Qibin Group, Shandong Yaobang, and FuLaiTe, with a focus on the low valuation of leading companies [5][33] 5. Fiberglass and Carbon-based Composites - The fiberglass market is stable, with prices holding steady. The demand for fiberglass in wind power and electronic yarns is supporting overall performance [5][15][33] - Leading companies in this sector include China Jushi, China National Materials, and Changhai Co., with a focus on the competitive landscape [5][33]

Investment Rating - The report maintains a "Buy" rating for several companies, including Aishuo Co., Longi Green Energy, and others, with ratings ranging from A to B [1][8]. Core Insights - The solar industry is experiencing structural price increases in the supply chain, influenced by recent events such as the earthquake in Myanmar affecting silicon wafer production [1][6]. - The utilization rate of photovoltaic (PV) systems in February 2025 was reported at 93.4%, indicating strong performance in the sector [2][3]. - The Chinese government is enhancing policies for renewable energy pricing, aiming to optimize market mechanisms for electricity transactions [1][2]. Summary by Sections Investment Recommendations - Key stocks recommended for investment include Aishuo Co. and Longi Green Energy for new technology, and companies like Fulete and Hongdian Dongci for supply-side improvements [1][8]. Market Performance - The report notes that the solar industry has shown resilience, with a significant number of new PV projects being registered, totaling 4,000 in February 2025 [2][3]. Price Tracking - The average price of polysilicon remains stable at 40.0 CNY/kg, while silicon wafer prices have seen slight increases due to supply chain disruptions [4][6][7]. - The average price for M10 solar cells is reported at 0.31 CNY/W, with expectations for further price increases due to rising demand [7]. Policy Developments - The National Energy Administration has issued guidelines for renewable energy green power certificate issuance, which will impact the market dynamics for renewable energy projects [3].

Core Viewpoint - The company Fulaite (601865.SH) announced a share reduction plan by a specific shareholder, Tao Hongzhu, due to personal financial needs, intending to sell up to 2,500,000 shares, representing 0.1067% of the total share capital, within three months after the announcement [1][2][3] Shareholder Reduction Plan - Shareholder Tao Hongzhu plans to reduce holdings by up to 2,500,000 shares through centralized bidding, with the reduction period starting 15 trading days after the announcement and lasting for three months [1][2] - As of the announcement date, Tao holds 12,840,000 shares, accounting for 0.5480% of the total share capital, with shares acquired before the company's IPO [2][3] Company Background - Fulaite was listed on the Shanghai Stock Exchange on February 15, 2019, with an initial issuance of 150 million shares at a price of 2.00 yuan per share, raising a total of 30 million yuan [3] - The net proceeds from the IPO amounted to approximately 25.44 million yuan, which were allocated to projects including the production of photovoltaic component glass and online Low-E coated glass [3] Fundraising Activities - In June 2020, Fulaite issued convertible bonds totaling 1.45 billion yuan, with a net amount received of approximately 1.44 billion yuan after deducting issuance costs [4] - In January 2021, the company conducted a non-public offering of A-shares, raising nearly 2.48 billion yuan after expenses [5] - In May 2022, Fulaite issued additional convertible bonds, raising approximately 3.98 billion yuan net [6] - In July 2023, the company raised about 5.97 billion yuan through a targeted issuance of A-shares, bringing the total fundraising since its listing to approximately 14.25 billion yuan [7]

Investment Rating - The report maintains a "Recommended" rating for the company, indicating an expectation to outperform the benchmark index by 10%-20% over the next six months [1][21]. Core Insights - The company's performance is under pressure, with a revenue decline of 13.2% year-on-year to CNY 18.683 billion in 2024, and a significant drop in net profit by 63.52% to CNY 1.007 billion [1][4]. - The gross margin decreased to 15.50%, down 6.31 percentage points year-on-year, while the net profit margin fell to 5.39%, down 7.43 percentage points year-on-year [1]. - In Q4 2024, the company reported a revenue of CNY 4.079 billion, a year-on-year decline of 27.67%, and a net loss of CNY 289 million [1]. Financial Performance Summary - The company achieved total revenue of CNY 186.83 billion in 2024, with a year-on-year decrease of 13.2% [4]. - The net profit attributable to the parent company was CNY 10.07 billion, reflecting a 63.52% decline compared to the previous year [4]. - The gross margin for 2024 was 15.50%, down from the previous year, while the net profit margin was 5.39%, also showing a decline [1][4]. - The company expects a recovery in profitability driven by a rebound in solar glass prices, with inventory levels decreasing significantly [8]. Future Projections - Revenue projections for 2025, 2026, and 2027 are CNY 19.116 billion, CNY 23.330 billion, and CNY 27.249 billion, respectively, indicating a recovery trend [4]. - The net profit forecasts for the same years are CNY 1.139 billion, CNY 1.980 billion, and CNY 2.685 billion, showing a significant rebound in profitability [4]. - The report anticipates a price recovery in solar glass, which is expected to improve the company's profitability in the coming years [8]. Market Position and Strategy - The company maintains a leading position in the photovoltaic glass industry, with a nominal capacity of 23,000 tons per day and an operational capacity of 19,400 tons per day as of the end of 2024 [8]. - The company is expanding its overseas presence, with profitable operations in Vietnam and ongoing projects in Indonesia to mitigate trade barrier risks [8]. - The report highlights the company's cost advantages and solid market position as key factors for future growth [8].

Summary of Key Points Core Viewpoint - The announcement details a share reduction plan by a specific shareholder, Tao Hongzhu, who intends to sell up to 2,500,000 shares of Fuyao Glass Group Co., Ltd. due to personal financial needs, which represents approximately 0.1067% of the company's total share capital [1][2]. Group 1: Shareholder Information - Tao Hongzhu holds 12,840,000 shares, accounting for 0.5480% of the total share capital of the company [1][2]. - The shares were acquired prior to the company's IPO [1][3]. Group 2: Reduction Plan Details - The planned reduction will not exceed 2,500,000 shares and will be executed at market price [1][2]. - The reduction period starts from the announcement date and may be adjusted if the company's stock is suspended [2][3]. Group 3: Compliance and Commitments - Tao Hongzhu made a commitment not to transfer or manage the shares acquired before the IPO for 36 months post-listing, with limited conditions for future reductions [3][4]. - The current reduction plan is consistent with previously disclosed commitments [4]. Group 4: Regulatory Compliance - The reduction plan complies with relevant laws and regulations, and the shareholder will adhere to disclosure obligations during the process [4][5].