福莱特玻璃集团股份有限公司 2024 年第一次临时股东大会会议资料 2024 年第一次临时股东大会 会议资料 二零二四年十一月十八日 0 / 33 福莱特玻璃集团股份有限公司 2024 年第一次临时股东大会会议资料 目 录 | 一、福莱特玻璃集团股份有限公司 2024 年第一次临时股东大会会议须知 2 | | --- | | 二、福莱特玻璃集团股份有限公司 年第一次临时股东大会会议议程 4 2024 | | 三、福莱特玻璃集团股份有限公司 2024 年第一次临时股东大会审议议案 5 | | 议案一：关于公司 2024 年中期利润分配预案的议案 5 | | 议案二：关于变更公司注册资本并修订公司章程的议案 7 | | 议案三：关于授权公司董事会办理工商变更登记手续的议案 9 | | 议案四：关于修订公司股东大会议事规则的议案 10 | | 议案五：关于董事会换届选举暨提名第七届董事会非独立董事候选人的议案 28 | | 议案六：关于董事会换届选举暨提名第七届董事会独立董事候选人的议案 30 | | 议案七：关于监事会换届选举暨提名第七届监事会非职工代表监事候选人的议案 32 | 1 / 33 福莱特玻璃集团股份 ...

截至 2024 年 11 月 8 日，公司已将上述用于暂时补充流动资金的闲置募集资 金 5 亿元全部归还至募集资金专用账户，并将募集资金的归还情况及时通知了公 司保荐机构国泰君安证券股份有限公司及保荐代表人。 特此公告。 福莱特玻璃集团股份有限公司 董事会 二零二四年十一月九日 | 证券代码：601865 | 股票简称：福莱特 | 公告编号：2024-097 | | --- | --- | --- | | 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 关于归还用于暂时补充流动资金的闲置募集资金的 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 2023 年 11 月 13 日 召开第六届董事会第四十六次会议、第六届监事会第三十七次会议审议通过了 《关于使用部分闲置募集资金暂时补充流动资金的议案》，同意公司使用不超过 5 亿元人民币的闲置募集资金暂时补充流动资金，使用期限自公司董事会审议批 准之日起不超过 12 个月，到期将归还至募集资 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2024年10月31日 狀態: 新提交 致：香港交易及結算所有限公司 FF301 公司名稱: 福萊特玻璃集團股份有限公司 呈交日期: 2024年11月5日 I. 法定/註冊股本變動 第 1 頁 共 10 頁 v 1.1.0 FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | 股份類別 | H | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 06865 | 說明 | H股 | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 441,715,000 | | 0 | | 441,715,000 | | 增加 / 減少 (-) | | | 0 | | 0 | | | | 本月底結存 | | | 441,715,000 | | 0 | | 441,715,000 | | ...

Investment Rating - The report maintains a "Buy" rating for the company, indicating a positive outlook despite recent losses [5]. Core Views - The company's first quarterly loss signals a potential industry bottom, with expectations for supply-side optimization and gradual recovery in prices due to reduced production and increased cold repairs [5]. - The company has a significant competitive advantage as a leading photovoltaic glass manufacturer, which is expected to enhance its profitability resilience during industry downturns [5]. Summary by Sections Operating Performance - In the first three quarters of 2024, the company achieved revenue of 14.604 billion yuan, a year-on-year decrease of 8.06%. The net profit attributable to shareholders was 1.296 billion yuan, down 34.18%. In Q3 alone, revenue was 3.908 billion yuan, a decline of 37.03% year-on-year and 21.37% quarter-on-quarter, resulting in a net loss of 203 million yuan, marking the first quarterly loss since its listing [1]. Industry Profitability - As of now, the price of 2.0mm photovoltaic glass is 12.5 yuan per square meter, reflecting a 38% year-on-year decline, severely squeezing profitability across the industry [1]. Industry Capacity - According to statistics from Zhuochuang Information, the industry added 1,200 tons/day of new capacity in H2 2024, while cold repairs accounted for 11,090 tons/day, resulting in a net capacity reduction of approximately 10,000 tons. Many small to medium-sized enterprises are accelerating cold repairs, with numerous new investment projects being announced as terminated or delayed [1]. Company Capacity - The company's current capacity is approximately 20,000 tons/day, with Zhuochuang Information reporting an operational capacity of 21,000 tons/day [1]. Company Advantages - The company has significant advantages in technology, cost, and management, with over 90% of its large kilns being of 1,000 tons or more, leading to lower energy consumption and improved yield rates. The breakthrough in technology for large kilns is expected to further reduce costs [2]. Profit Forecast - The report adjusts the profit forecast, estimating revenues of 19.2 billion yuan, 28.5 billion yuan, and 36.3 billion yuan for 2024, 2025, and 2026 respectively. The net profit attributable to shareholders is projected to be 1.2 billion yuan, 1.9 billion yuan, and 2.9 billion yuan for the same years, with EPS of 0.50, 0.82, and 1.26 yuan per share [5][6].

Investment Rating - The report maintains a "Recommended" rating for the company with a target price of 30.93 CNY, compared to the current price of 26.48 CNY [1][2]. Core Views - The company's performance in Q3 2024 was under pressure due to a phase of supply-demand imbalance in the industry, with revenue declining by 8.06% year-on-year to 14.604 billion CNY and net profit decreasing by 34.18% to 1.296 billion CNY [1][2]. - The average price of photovoltaic glass has decreased significantly, impacting the company's profitability, with a reported average price of 13.67 CNY/sqm for 2.0mm coated glass, down 22% from the previous quarter [2]. - The company has a stable production and sales structure, with nominal production capacity reaching 23,000 t/d and in-production capacity around 20,000 t/d [2]. - The industry is experiencing a slowdown in new capacity additions and an acceleration in cold repairs, indicating a potential near-term bottom for the photovoltaic glass segment [2]. - The company is expected to face continued pressure on profitability due to declining glass prices, leading to adjusted profit forecasts for 2024-2026 [2]. Financial Summary - For the first three quarters of 2024, the company reported total revenue of 14.604 billion CNY, a decrease of 8.06% year-on-year, and a net profit of 1.296 billion CNY, down 34.18% [1][3]. - The gross margin for Q3 2024 was 19.02%, a decline of 2.21 percentage points year-on-year, while the net profit margin was 8.87%, down 3.52 percentage points year-on-year [1]. - The forecasted net profits for 2024, 2025, and 2026 are 1.139 billion CNY, 2.416 billion CNY, and 3.166 billion CNY, respectively, with corresponding P/E ratios of 54, 26, and 20 [3][2].

Investment Rating - The report maintains a "Recommended" rating for the company, indicating a positive outlook for future performance [5]. Core Views - The company reported a revenue of 14.604 billion yuan for the first three quarters of 2024, a decrease of 8.06% year-on-year, and a net profit attributable to shareholders of 1.296 billion yuan, down 34.18% year-on-year [2]. - In Q3 2024, the company experienced significant revenue decline, with 3.908 billion yuan, a year-on-year decrease of 37.03% and a quarter-on-quarter decrease of 21.37%. The net profit for this quarter was -203 million yuan, a year-on-year drop of 122.97% [2]. - The report highlights that the industry is facing a temporary oversupply, leading to pressure on profitability in Q3 2024. The average price of photovoltaic glass has dropped significantly, with a 15% and 24% decrease for 3.0mm and 2.0mm glass respectively since June [2][3]. - The report anticipates that the accelerated cold repair of production capacity in the industry may alleviate supply pressures, potentially stabilizing the company's profitability in the future [3]. Financial Summary - The company’s projected revenues for 2024, 2025, and 2026 are 18.375 billion yuan, 21.182 billion yuan, and 26.371 billion yuan, respectively, with growth rates of -14.6%, 15.3%, and 24.5% [4]. - The net profit attributable to shareholders is expected to be 1.044 billion yuan in 2024, 1.847 billion yuan in 2025, and 2.732 billion yuan in 2026, with corresponding growth rates of -62.2%, 77.0%, and 47.9% [4]. - The report provides a price-to-earnings (PE) ratio forecast of 59X for 2024, 34X for 2025, and 23X for 2026, indicating a potential recovery in profitability as supply pressures ease [3][4].

EF001 EF001 | 股東類型 | | 稅率 | 有關代預扣所得稅之更多補充 | | --- | --- | --- | --- | | | | | （如適用） | | 非居民企業 | | | | | （非中國內地登記地址） | | 10% | 本公司向所有非居民企業股東派發 | | | | | 股息時須代扣代繳10%的企業所得 | | | | | 稅。 | | 透過滬股通投資上海證券交易 | | 10% | 本公司按照10%的稅率代扣所得 | | 所本公司A股股票投資者 | | | 稅，並向主管稅務機關辦理扣繳申 | | | | | 報。 | | 透過港股通投資聯交所本公司 | | 20% | 本公司按照20%的稅率代扣個人所 | | H股股票投資者 | | | 得稅。 | | 發行人所發行上市權證/可轉換債券的相關信息 | | | | | 發行人所發行上市權證/可轉換債券 | 不適用 | | | | 其他信息 | | | | | 其他信息 | 不適用 | | | | 發行人董事 | | | | | 執行董事：阮洪良先生、姜瑾華女士、阮泽云女士、魏葉忠先生和沈其甫先生 | | | | | 獨立非執行董 ...

| 证券代码：601865 | 证券简称：福莱特 | 公告编号：2024-096 | | --- | --- | --- | | 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 重要内容提示： | 回购方案首次披露日 | 2024/2/24 | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 回购方案实施期限 | 2024 年 月 日~2025 年 月 | 2 | 2 | 22 | 日 | 23 | | 预计回购金额 | 30,000 万元~60,000 万元 | | | | | | | 回购用途 | □减少注册资本 √用于员工持股计划或股权激励 | | | | | | | | □用于转换公司可转债 | | | | | | | | □为维护公司价值及股东权益 | | | | | | | 累计已回购股数 | 946.6921 万股 | | | | | | | 累计已回购股数占总股份比例 | 0.40% | | | | | | | 累计已回购金额 | 22,145.70 万元 | | | | | | | 实际回购价 ...

Investment Rating - The report maintains a "Buy" rating for the company [1][3]. Core Views - The company's third-quarter earnings were under pressure, with a significant decline in profitability due to a sharp drop in photovoltaic glass prices, leading to the first quarterly loss [1]. - The report highlights that the industry is experiencing a reduction in supply, which is expected to alleviate downward price pressure and gradually restore profitability [1][3]. Summary by Sections Financial Performance - For the first three quarters of 2024, the company achieved a revenue of 14.604 billion yuan, a year-on-year decrease of 8.06%, and a net profit attributable to shareholders of 1.296 billion yuan, down 34.18% year-on-year [1]. - In Q3 2024, the company reported a revenue of 3.908 billion yuan, a year-on-year decline of 37.03% and a quarter-on-quarter decline of 21.37%, resulting in a net loss of 203 million yuan [1]. Industry Analysis - The report notes that since July, the domestic photovoltaic glass industry has seen an increase in production cuts, with a significant reduction in operating capacity, which is expected to help balance supply and demand [1]. - As of October, the industry had a cold repair capacity of 2,450 tons, with daily melting capacity decreasing by 2.34% compared to the previous month [1]. Earnings Forecast - The earnings forecast has been adjusted downward due to the company's lower-than-expected performance in the first three quarters. Projected revenues for 2024, 2025, and 2026 are 20.399 billion yuan, 24.699 billion yuan, and 29.399 billion yuan, respectively [5]. - The expected EPS for the same years is 0.42 yuan, 1.04 yuan, and 1.46 yuan, with corresponding PE ratios of 64.2, 26.0, and 18.5 times [5].

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company's Q3 2024 earnings are under pressure, indicating that the bottom of the cycle has been reached [3] - The report suggests that the rapid decline in glass prices has led to a downward adjustment in profit forecasts, but anticipates a recovery in glass prices as demand improves [4] Financial Performance Summary - For Q1-Q3 2024, the company reported revenue of 14.6 billion yuan, a year-on-year decrease of 8.1%, and a net profit attributable to shareholders of 1.3 billion yuan, down 34.2% year-on-year [2] - The gross margin for Q1-Q3 2024 was 19%, a decrease of 2.2 percentage points year-on-year, while the net profit margin was 8.9%, an increase of 3.5 percentage points year-on-year [2] - In Q3 2024, revenue was 3.91 billion yuan, down 37% year-on-year, with a net profit of -200 million yuan, reflecting a significant decline [2][3] Sales and Production Insights - The company sold approximately 1.0-1.1 billion square meters of photovoltaic glass in Q1-Q3 2024, with Q3 sales at 300-350 million square meters, remaining stable quarter-on-quarter [3] - The average price for Q3 2024 was estimated at 10-12 yuan per square meter, a decrease of 3-5 yuan from the previous quarter due to increased inventory and reduced production [3] Capacity and Inventory Management - As of September 2024, the company's total production capacity was 23,000 tons per day, with 2,600 tons undergoing cold repairs, representing about 20% of capacity [3] - The company currently holds approximately 25 days of inventory, with future cold repairs and capacity adjustments dependent on market conditions [3] Cash Flow and Expenditure - Operating cash flow for Q1-Q3 2024 was 3.02 billion yuan, with Q3 cash flow at 1.27 billion yuan, reflecting a year-on-year increase of 54.2% [4] - Capital expenditures for Q1-Q3 2024 totaled 4.13 billion yuan, a year-on-year increase of 39.6%, with Q3 capital expenditures at 1.52 billion yuan [4] Profit Forecasts - The profit forecasts for 2024-2026 have been adjusted downward due to the rapid decline in glass prices, with expected net profits of 1.16 billion yuan in 2024, 2.45 billion yuan in 2025, and 3.68 billion yuan in 2026 [4]