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汇得科技(603192) - 汇得科技2025年第一次临时股东会会议资料
2025-07-15 08:15
上海汇得科技股份有限公司 2025 年第一次临时股东会 会议资料 证券代码:603192 2025 年 7 月 21 日 汇得科技 2025 年第一次临时股东会会议资料 目 录 一、公司 2025 年第一次临时股东会会议须知 二、公司 2025 年第一次临时股东会会议议程 三、各项议案内容 1、审议《关于公司符合向特定对象发行 A 股股票条件的议案》; 2、逐项审议《关于公司 2025 年度向特定对象发行 A 股股票方案的议案》; 3、审议《关于公司 2025 年度向特定对象发行 A 股股票预案的议案》; 4、审议《关于公司 2025 年度向特定对象发行 A 股股票方案论证分析报告的议案》; 5、审议《关于公司 2025 年度向特定对象发行 A 股股票募集资金使用可行性分析报 告的议案》; 6、审议《关于公司向特定对象发行 A 股股票摊薄即期回报、采取填补措施及相关主 体承诺的议案》; 为了维护全体股东的合法权益,确保股东会的正常秩序和议事效率,保证会议的顺 利进行,根据《公司章程》、公司《股东会议事规则》及相关法律法规和规定,特制定本 须知。 7、审议《关于公司无需编制前次募集资金使用情况报告的议案》; 8 ...
账面“不差钱”却拟定增募资5.8亿元 汇得科技葫芦里卖的什么药?
Xin Lang Zheng Quan· 2025-07-10 10:43
Core Viewpoint - Huide Technology plans to raise up to 580 million yuan through a private placement of A-shares to no more than 35 specific investors, with the net proceeds allocated entirely to a polyurethane new materials project, despite having substantial cash reserves [1][2]. Financial Status - As of March 31, 2025, Huide Technology reported a strong financial position with cash holdings of 473 million yuan, minimal short-term borrowings of 24 million yuan, and a low debt-to-asset ratio of 30% [1]. - The company's operating cash flow has significantly declined, with a net cash flow drop of 88.33% year-on-year to 27.91 million yuan in 2024, and a negative cash flow of 5.84 million yuan in Q1 2025, indicating weakened cash generation ability [1]. Revenue Trends - Huide Technology has experienced a decline in revenue for three consecutive years, with revenues of 3.017 billion yuan, 2.712 billion yuan, and 2.671 billion yuan for 2022, 2023, and 2024 respectively, reflecting decreases of 5.46%, 10.12%, and 1.51% [1]. Strategic Expansion Considerations - The private placement pricing mechanism is based on the average stock price over the 20 trading days prior to the issuance date, ensuring a market-driven approach to avoid pricing issues due to stock price fluctuations [2]. - The funds raised will be used for a polyurethane new materials project, which has a projected internal rate of return of 24.14% after tax and an investment payback period of 5.3 years, indicating promising economic benefits [2]. - Market reactions to the private placement are mixed, with some investors supporting the move for long-term growth and competitiveness, while others express concerns about potential dilution of earnings per share and the risk of the company being perceived as "raising money" despite its cash reserves [2].
汇得科技主要产品产销率超99% 拟定增5.8亿扩产巩固领先地位
Chang Jiang Shang Bao· 2025-07-08 00:27
Core Viewpoint - Huide Technology (603192.SH), a leading company in the domestic polyurethane resin industry, plans to raise up to 580 million yuan through a private placement to expand its production capacity for polyurethane new materials, reinforcing its industry leadership position [1][3]. Financial Performance - In 2024, Huide Technology's total revenue reached 2.671 billion yuan, a decrease of 1.51% year-on-year, while net profit attributable to shareholders increased by 95% to 125 million yuan [1][6]. - The company's main business gross margin improved to 14.24%, up by 2.89 percentage points year-on-year [1][7]. Production and Sales - The production volume of Huide Technology's three main polyurethane products reached 235,900 tons in 2024, reflecting a year-on-year increase of 6.55%, with sales volume at 233,800 tons, up by 3.16% [1][7]. - Despite a decline in product prices, the company achieved an increase in sales volume and gross margin through product structure optimization and cost management [1][7]. New Energy Sector - In 2024, the revenue from Huide Technology's new energy components business was 87.41 million yuan, marking a year-on-year growth of 42.06%, with production and sales volumes increasing by 82.80% and 72.59%, respectively [2][7]. - The company added 26 large-scale clients in the new energy sector, primarily in the power battery, automotive, and home appliance industries [8]. Capital Expansion Plans - Huide Technology's first private placement since its IPO in 2018 aims to raise funds for expanding production capacity in polyurethane new materials, with a total investment of 800 million yuan planned for the project [3][4]. - The project is expected to have an internal rate of return of 24.14% after tax, with a payback period of 5.30 years [4].
汇得科技拟定增募不超5.8亿 营收降3年净利创4年最高
Zhong Guo Jing Ji Wang· 2025-07-07 03:07
Core Viewpoint - The company Huide Technology (603192.SH) plans to issue A-shares to specific investors, aiming to raise up to RMB 580 million for polyurethane new material projects, with the issuance not exceeding 30% of the total share capital before the issuance [1][2]. Group 1: Issuance Details - The issuance will target no more than 35 specific investors, including various financial institutions and qualified investors [1]. - The shares will be priced at no less than 80% of the average trading price over the 20 trading days prior to the pricing date [1]. - The total number of shares to be issued will not exceed 42,339,800, which is 30% of the total share capital before the issuance [2]. Group 2: Financial Performance - For Q1 2025, the company reported revenue of RMB 611 million, a decrease of 8.92% year-on-year, while net profit attributable to shareholders was RMB 19.34 million, an increase of 31.26% [3][4]. - The net profit after excluding non-recurring items was RMB 18.24 million, up 29.77% year-on-year [3][4]. - The net cash flow from operating activities was negative RMB 584,690, indicating a significant decline [3][4]. Group 3: Historical Financial Trends - In 2024, the company achieved revenue of RMB 2.67 billion, a decrease of 1.51% compared to 2023, marking a continuous decline over three years [5]. - The net profit attributable to shareholders in 2024 was RMB 124.56 million, a significant increase of 95% year-on-year, the highest in four years [5]. - The net profit after excluding non-recurring items was RMB 113.62 million, up 84.86% year-on-year, while operating cash flow decreased by 88.33% [5].
汇得科技: 汇得科技关于第四届董事会第二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-04 16:34
Meeting Overview - The fourth board meeting of Shanghai Huidet Technology Co., Ltd. was held on July 4, 2025, with all six directors present, confirming the legality and validity of the meeting [1][2]. A-Share Issuance Proposal - The board approved the proposal for the company to issue A-shares to specific investors, meeting the conditions set by relevant laws and regulations [2][3]. - The issuance will involve no more than 35 specific investors, including qualified institutional investors and natural persons [3][6]. - The issuance price will not be lower than 80% of the average trading price over the 20 trading days prior to the pricing date [3][4]. Fundraising and Use of Proceeds - The total amount to be raised from the issuance is capped at RMB 580 million, with net proceeds allocated entirely to polyurethane new material projects [7][9]. - If the actual net proceeds are less than the planned investment, the board will adjust the investment projects accordingly [7][9]. Stock Issuance Details - The maximum number of shares to be issued will not exceed 30% of the total shares before the issuance, amounting to a maximum of 42,339,800 shares [6][7]. - Shares acquired through this issuance will be subject to a six-month lock-up period post-issuance [6][7]. Shareholder Meeting - The proposals will be submitted for approval at the company's first extraordinary general meeting of 2025, scheduled for July 21, 2025 [17].
汇得科技: 汇得科技关于变更公司注册资本并修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-07-04 16:34
Core Points - Shanghai Huide Technology Co., Ltd. announced a change in registered capital and amendments to its Articles of Association following the approval of a stock incentive plan [1][2] - The company will repurchase and cancel 21,000 restricted stocks from one incentive recipient who no longer qualifies, reducing the total share capital from 141,153,667 shares to 141,132,667 shares [1][2] - The registered capital will also decrease correspondingly from RMB 141,153,667 to RMB 141,132,667 [1][2] Summary by Sections Company Announcement - The board of directors confirmed the authenticity and completeness of the announcement, ensuring no false records or misleading statements exist [1] - The announcement details the decision made during the fourth board meeting held on July 4, 2025, regarding the stock incentive plan [1] Stock Incentive Plan - The stock incentive plan involves 114 recipients, with one individual leaving the company, leading to the repurchase of their restricted stocks [1][2] - The repurchase will adjust the total number of shares and registered capital as outlined [1][2] Amendments to Articles of Association - The Articles of Association will be amended to reflect the new registered capital and total shares [2] - The specific changes include updating the registered capital and total shares in the relevant sections of the Articles [2] - The amendments will be subject to approval by the market supervision administration [2]
汇得科技: 汇得科技关于向特定对象发行A股股票摊薄即期回报、采取填补措施及相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-07-04 16:34
Core Viewpoint - The company plans to issue A-shares to specific investors, which may dilute immediate returns, and has proposed measures to mitigate this impact while ensuring the protection of minority investors' interests [1][2][4]. Financial Impact of the Share Issuance - The issuance will increase the company's total share capital and net asset size, but the benefits from the raised funds will take time to materialize, potentially leading to a dilution of immediate returns if profits do not increase correspondingly [2][4]. - The company estimates that the total number of shares post-issuance will be 183,472,467, with a projected net profit for 2024 of 124.56 million yuan [3][4]. - Under various scenarios, the basic earnings per share (EPS) and return on equity (ROE) are projected to decline post-issuance, with EPS dropping from 0.90 yuan to 0.78 yuan in a flat profit scenario, and ROE decreasing from 8.34% to 7.51% [4]. Relationship of Fundraising Projects to Existing Business - The total amount raised from the issuance is expected to be no more than 580 million yuan, which will be fully allocated to a polyurethane new materials project, aligning with the company's core business and enhancing its market position [6][8]. - The company has a well-established management team with extensive experience in polyurethane product development and production, ensuring effective implementation of the fundraising projects [7][8]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance management efficiency and operational capabilities to improve profitability, including better asset utilization and cost control [9]. - Strict supervision of the use of raised funds will be implemented to ensure compliance with regulations and proper allocation to designated projects [9]. - A stable profit distribution policy will be established to ensure consistent returns to investors, with a three-year shareholder return plan in place [9][10]. Commitments from Key Stakeholders - The company's controlling shareholders, actual controllers, and senior management have committed to ensuring the effective implementation of measures to mitigate the dilution of immediate returns, with accountability for any breaches of these commitments [10][11].
汇得科技: 汇得科技公司章程(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-04 16:34
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [1][2] - The company is established as a joint-stock limited company and registered with the Shanghai Municipal Market Supervision Administration [1][3] - The registered capital of the company is RMB 141,132,667 [1][6] - The company is a permanent entity and the chairman serves as the legal representative [1][7] Business Objectives and Scope - The company's business objective is to operate under modern enterprise management practices, providing quality products and services while ensuring stable and healthy development [2][14] - The business scope includes the production and operation of hazardous chemicals, technology import and export, and various manufacturing activities [2][15] Shares - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [3][18] - The total number of shares issued by the company is 141,132,667, all of which are ordinary shares [3][21] - The company cannot provide financial assistance for the purchase of its shares, except under specific conditions [3][22] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and transfer their shares [4][34] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [7][40] - Shareholders abusing their rights may be liable for damages to the company or other shareholders [8][41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [10][48] - Shareholder meetings are the authority of the company, where decisions on key matters such as capital changes and profit distribution are made [10][46] - The company must provide adequate notice for meetings, including details on the agenda and voting procedures [10][61] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [10][80] - The company must maintain accurate records of meeting proceedings, including attendance and voting results [10][77] - Shareholders can propose agenda items for meetings, and the company must disclose all relevant information [10][58]
汇得科技: 汇得科技关于回购注销2024年限制性股票激励计划部分限制性股票通知债权人的公告
Zheng Quan Zhi Xing· 2025-07-04 16:34
Core Viewpoint - Shanghai Huidet Technology Co., Ltd. announced the repurchase and cancellation of 21,000 restricted stocks from its 2024 incentive plan due to one participant's departure, which will reduce the total share capital and registered capital accordingly [1][2]. Group 1: Repurchase and Cancellation Details - The company held its fourth board meeting on July 4, 2025, where it approved the repurchase and cancellation of restricted stocks as per the 2024 incentive plan [1]. - A total of 114 participants were initially granted restricted stocks, but one participant no longer qualifies due to personal reasons [1]. - After the repurchase, the total share capital will decrease from 141,153,667 shares to 141,132,667 shares, and the registered capital will change from RMB 141,153,667 to RMB 141,132,667 [2]. Group 2: Creditors' Rights and Notification - The company is notifying creditors about the reduction in registered capital due to the stock repurchase, allowing them 45 days from the announcement date to claim their debts or request guarantees [2]. - Creditors who do not declare their claims within the specified period will still have their rights preserved, and the company will continue to fulfill its obligations as per the original debt documents [2]. - Creditors must provide relevant documentation to support their claims, including contracts and identification, and can submit their claims via mail, in person, or electronically [3].
汇得科技(603192) - 汇得科技关于回购注销2024年限制性股票激励计划部分限制性股票及调整回购价格的公告
2025-07-04 13:02
证券代码:603192 证券简称:汇得科技 公告编号:2025-030 上海汇得科技股份有限公司 关于回购注销2024年限制性股票激励计划部分限制性 股票及调整回购价格的公告 本公司董事会及全体董事保证本公告内容真实、准确、完整,确认不存在虚 假记载、误导性陈述或重大遗漏,并承担相应的法律责任。 重要内容提示: 限制性股票回购注销数量:21,000股 调整后限制性股票回购价格:6.90元/股 上海汇得科技股份有限公司(以下简称"公司")于2025年7月4日召开了第四届 董事会第二次会议,会议审议通过了《关于回购注销2024年限制性股票激励计划部分 限制性股票及调整回购价格的议案》,根据《公司2024年限制性股票激励计划(草 案)》(以下简称"限制性股票激励计划"或"本次激励计划")的相关规定,公司 本次激励计划首次授予限制性股票的114名激励对象中,1名激励对象因个人原因离职 不再符合激励对象资格,公司拟对前述激励对象已获授予但尚未解除限售的限制性股 票共21,000股进行回购注销。同时,鉴于公司已完成了2024年年度权益分派实施,根 据《公司2024年限制性股票激励计划(草案)》关于回购价格调整方法的相关规 ...