证券代码：603268 证券简称：*ST 松发 公告编号：2025 临-096 广东松发陶瓷股份有限公司 关于召开2025年第四次临时股东会的通知 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。 重要内容提示： 一、 召开会议的基本情况 (一) 股东会类型和届次 2025年第四次临时股东会 召开的日期时间：2025 年 9 月 15 日 14 点 00 分 召开地点：辽宁省大连长兴岛经济区兴港路 315 号办公大楼会议室 (五) 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东会网络投票系统 股东会召开日期：2025年9月15日 本次股东会采用的网络投票系统：上海证券交易所股东会网络投票系统 (二) 股东会召集人：董事会 (三) 投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结合 的方式 (四) 现场会议召开的日期、时间和地点 网络投票起止时间：自2025 年 9 月 15 日 至2025 年 9 月 15 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东会召开当日的 ...

Group 1 - The stock price of *ST Songfa (603268) closed at 55.22 yuan, down 2.78%, with a turnover rate of 2.35% and a trading volume of 29,200 lots, amounting to 163 million yuan [1] - The net outflow of main funds today was 26.37 million yuan, accounting for 16.23% of the transaction amount, with large single net outflow of 39.79 million yuan, accounting for 24.48% [1] - The latest quarterly report shows total operating revenue of 57.46 million yuan, a year-on-year increase of 23.17%, while net profit attributable to shareholders decreased by 97.54% to 20.87 million yuan [1] Group 2 - The company has a current ratio of 0.554, a quick ratio of 0.260, and a debt-to-asset ratio of 103.47% [1] - Guangdong Songfa Ceramics Co., Ltd. was established in 2002 and is primarily engaged in the non-metallic mineral products industry, with a registered capital of 124.17 million yuan [1] - The company has made investments in 6 enterprises and participated in 31 bidding projects, holding 90 trademark registrations and 226 patent registrations [2]

Group 1 - *ST Songfa held its first meeting of the seventh board of directors on August 22, appointing Chen Hanlun as the new general manager [1] - Chen Hanlun, born in 2001, is 24 years old and the son of the actual controllers of *ST Songfa, Chen Jianhua and Fan Hongwei [1][3] - As of the report, *ST Songfa's stock price is 56.80 yuan per share, with a total market capitalization of 55.14 billion yuan [1][3] Group 2 - Chen Hanlun holds a master's degree in applied finance and previously worked as a tax consultant at PwC Singapore [3] - He has been serving as the vice president of Hengli Group since March 2024, which is listed among the Fortune Global 500 and China’s Top 500 Enterprises [3] - Chen Jianhua and Fan Hongwei ranked as the richest in Jiangsu with a holding market value of 80.12 billion yuan, an increase of 11.99 billion yuan from the previous year [3] Group 3 - Currently, there are four general managers or presidents born in the 2000s in the A-share market, including Chen Hanlun [3] - Other notable young executives include Zhong Jiayu of Xinlei Co., born in 2000, and Zhang Haokang of Hainan Ruize, also born in 2001 [4]

Group 1 - *ST Songfa appointed Chen Hanlun as the new general manager during the first meeting of the seventh board of directors on August 22 [1] - Chen Hanlun, born in 2001, is the son of the actual controllers of *ST Songfa, Chen Jianhua and Fan Hongwei [1] - As of the report, *ST Songfa's stock price is 56.80 yuan per share, with a total market value of 55.14 billion yuan [1] Group 2 - Chen Hanlun holds a master's degree in applied finance and previously worked as a tax consultant at PwC in Singapore [1] - Since March 2024, Chen Hanlun has served as the vice president of Hengli Group, which is listed among the Fortune Global 500 and China's top 500 enterprises [1] - Chen Jianhua and Fan Hongwei ranked as the richest in Jiangsu with a holding market value of 80.12 billion yuan, an increase of 11.99 billion yuan from the previous year [1] Group 3 - Currently, there are four general managers in A-shares born after 2000, including Chen Hanlun [2] - Other notable young general managers include Zhong Jiayu from Xinlei Co., Ltd. and Wu Liangyi from Shitou Co., Ltd., both born in 2000 [2] - Zhang Haokang, also born in 2001, serves as the chairman and general manager of Hainan Ruize [2]

Core Viewpoint - Guangdong Songfa Ceramics Co., Ltd. (*ST Songfa) has undergone a significant transformation from a ceramics manufacturer to a shipbuilding and high-end equipment manufacturing enterprise following the acquisition of 100% equity in Hengli Heavy Industry Group Co., Ltd. [1][4] Group 1: Company Leadership and Structure - Chen Jianhua has been elected as the chairman of the seventh board of directors, while his son Chen Hanlun has been appointed as the general manager [1] - Chen Jianhua, born in 1971, holds a doctorate in business administration and has been serving as the chairman and president of Hengli Group since its establishment in 1994 [1] - Chen Hanlun, born in 2001, has a master's degree in applied finance and has held positions at PwC Singapore and currently serves as vice president of Hengli Group [1] Group 2: Financial Performance and Market Position - Hengli Group, under Chen Jianhua's leadership, achieved a total revenue of 871.5 billion yuan in the previous year, ranking 81st on the Fortune Global 500 list [1] - Following the completion of the asset restructuring, *ST Songfa expects to achieve a net profit attributable to shareholders of 580 million to 700 million yuan in the first half of 2025, marking a turnaround from losses in the previous year [4] - As of August 22, *ST Songfa's stock price was 56.80 yuan, with a market capitalization of 55.14 billion yuan [4] Group 3: Strategic Transformation - The company officially exited the daily ceramics manufacturing industry in May 2023 after completing the acquisition of Hengli Heavy Industry, which specializes in shipbuilding and high-end equipment [4] - Hengli Heavy Industry has commenced the construction of over 70 ships, with orders extending to 2029, indicating a robust order backlog and growth potential in the shipbuilding sector [4]

Group 1 - *ST Songfa appointed Chen Hanlun as the new general manager, making him one of the youngest general managers in A-shares at the age of 24 [2][3] - Chen Hanlun holds a master's degree in applied finance and has experience as a tax consultant at PwC Singapore [2] - The company underwent a significant asset restructuring, acquiring 100% of Hengli Heavy Industry, which specializes in shipbuilding and high-end equipment [3][5] Group 2 - The restructuring is expected to accelerate the company's strategic transformation and seek new profit growth points, with Hengli Heavy Industry establishing direct financing channels [3] - The company anticipates a turnaround in profitability, projecting a net profit of 580 million to 700 million yuan for the first half of 2025, compared to losses in the previous year [5] - The international shipbuilding market is experiencing strong demand, with China's ship exports increasing by 22.7% in quantity and 15.5% in value in the first seven months of the year [5]

Core Viewpoint - The company, Guangdong Songfa Ceramics Co., Ltd., is utilizing part of its temporarily idle raised funds for cash management and will store the funds in a designated account to enhance fund efficiency while ensuring the safety of the funds [2][3][7]. Fundraising Basic Situation - The company issued 109,080,992 shares at a price of RMB 36.67 per share, raising a total of approximately RMB 3.999 billion, after deducting issuance costs [2][3]. Fund Management and Usage - A special account has been established for the raised funds to ensure dedicated storage and usage, with a three-party supervision agreement signed with the independent financial advisor and the bank [3]. - The actual net amount of raised funds is lower than the planned amount for investment projects, leading to adjustments in the investment amounts [3]. Cash Management Purpose - The purpose of cash management is to improve the efficiency of the raised funds and ensure that the investment projects are not affected while maximizing the benefits of temporarily idle funds [4]. Cash Management Products - The company plans to use up to RMB 500 million of temporarily idle funds to purchase low-risk, highly liquid cash management products, with a maximum investment period of 12 months [4]. Implementation and Decision-Making - The board of directors has authorized the management to make decisions within the specified limits and timeframes, following the company's financial management procedures [4][5]. Income Distribution from Cash Management - The income generated from cash management will belong to the company and its subsidiaries, managed according to regulatory requirements [5]. Agreement on Time Deposits - The company will also store temporarily idle funds in a designated account under an agreement with a commercial bank, with the deposit interest rate based on the bank's terms [5]. Review Procedures - The proposal for cash management and time deposit storage has been reviewed and approved by the board of directors, ensuring compliance with necessary procedures [6]. Independent Financial Advisor Opinion - The independent financial advisor confirms that the company's actions comply with relevant regulations and do not alter the intended use of the raised funds, benefiting all shareholders [7][8].

西南证券股份有限公司 关于广东松发陶瓷股份有限公司使用募集资金置换 预先投入募投项目的自筹资金的核查意见 西南证券股份有限公司（以下简称"西南证券"或"独立财务顾问"）作为 广东松发陶瓷股份有限公司（以下简称"松发股份"、"上市公司"或"公司"） 的独立财务顾问，根据《上市公司募集资金监管规则》《上海证券交易所上市公 司自律监管指引第 1 号——规范运作》等相关法律法规和规范性文件的规定，对 松发股份使用募集资金置换预先投入募投项目的自筹资金的事项进行了审慎核 查，具体情况如下： 一、募集资金基本情况 根据中国证券监督管理委员会《关于同意广东松发陶瓷股份有限公司发行股 份购买资产并募集配套资金注册的批复》（证监许可〔2025〕1032 号），公司向 特定对象发行人民币普通股（A 股）109,080,992 股，发行价格为人民币 36.67 元 /股，募集资金总额为人民币 3,999,999,976.64 元，扣除各项发行费用人民币 通合伙）审验并出具了中汇会验[2025]10382 号《验资报告》。 为规范公司募集资金的管理和使用，保护投资者的权益，根据中国证监会《上 市公司募集资金监管规则》《上海证券交易所 ...

Core Viewpoint - The board of directors of Guangdong Songfa Ceramics Co., Ltd. held its first meeting of the seventh session, where several key resolutions were passed, including the election of the chairman and various committee members, as well as the appointment of senior management positions. Group 1: Board Elections and Appointments - Chen Jianhua was elected as the chairman of the board for the seventh session, with unanimous support (9 votes in favor) [1] - The members and chairpersons of the specialized committees were elected, including: - Strategic and Sustainable Development Committee: Chen Jianhua (Chair), Chen Hanlun, Zhou Bo [2] - Audit Committee: Xu Haoran (Chair), Li Zhiwen, Wang Yue [2] - Nomination Committee: Li Zhiwen (Chair), Xu Haoran, Shi Yugao [2] - Compensation and Assessment Committee: Zhou Bo (Chair), Xu Haoran, Wang Xiaohai [2] Group 2: Senior Management Appointments - Chen Hanlun was appointed as the general manager, with unanimous support (9 votes in favor) [2] - Wang Xiaohai, Shi Yugao, Zhang Enguo, Su Tianfeng, Wang Lei, and Xu Huimin were appointed as deputy general managers, with unanimous support (9 votes in favor) [2] - Xu Huimin was appointed as the board secretary, with unanimous support (9 votes in favor) [3] - Feng Xianyong was appointed as the financial director, with unanimous support (9 votes in favor) [3] Group 3: Governance and Financial Management - The board approved the formulation, revision, and abolition of certain governance systems to enhance the company's operational standards and governance structure, with unanimous support (9 votes in favor) [4] - The company will use up to RMB 500 million of temporarily idle raised funds for cash management, with a validity period of 12 months, ensuring the safety of the raised funds [4][5] - The company approved the use of RMB 3.5 billion of raised funds to replace self-raised funds previously invested in projects, with the replacement occurring within six months of the funds being received [5]

关于广东松发陶瓷股份有限公司使用部分暂时闲置募集资金 进行现金管理及以协定存款方式存放募集资金的核查意见 西南证券股份有限公司 西南证券股份有限公司（以下简称"西南证券"或"独立财务顾问"）作为 广东松发陶瓷股份有限公司（以下简称"松发股份"、"上市公司"或"公司"） 的独立财务顾问，根据《上市公司募集资金监管规则》《上海证券交易所上市公 司自律监管指引第 1 号——规范运作》等相关法律法规和规范性文件的规定，对 松发股份使用部分暂时闲置募集资金进行现金管理及以协定存款方式存放募集 资金的事项进行了审慎核查，具体情况如下： | 序号 | | 募集资金用途 | 调整前拟投入 | 调整后拟投入 | | --- | --- | --- | --- | --- | | | | | 募集配套资金 | 募集配套资金 | | 1 | 恒力造船（大连）有限公司绿色高端装备 制造项目 | | 350,000.00 | 350,000.00 | | 2 | 恒力重工集团有限公司国际化船舶研发 设计中心项目（一期） | | 50,000.00 | 43,204.74 | | | | 合 计 | 400,000.00 | 393,2 ...