| 证券代码：603806 | 证券简称：福斯特 | 公告编号：2023-064 | | --- | --- | --- | | 转债代码：113661 | 转债简称：福 22 | 转债 | 杭州福斯特应用材料股份有限公司 关于变更内审部负责人的公告 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个别及连带责任。 杭州福斯特应用材料股份有限公司（以下简称"公司"）原内审部负责人茹 飞先生因公司内部工作岗位调动，不再负责内审部相关工作。根据《公司章程》 和公司《内部审计制度》等有关规定，由董事会审计委员会提名，经公司第五届 董事会第二十四次会议审议通过，公司董事会决定委任刘彧女士为公司内审部负 责人，任期至本届董事会届满之日。刘彧女士的简历和相关情况附后。 独立董事意见：经审阅刘彧女士的简历及相关资料，其具备与行使职权相适 应的履职能力和条件。刘彧女士与公司董事、监事、高级管理人员及持有本公司 5%以上股份的股东、实际控制人之间无关联关系，未受过中国证监会及其他有关 部门的处罚和证券交易所惩戒，其任职资格符合《公司章程》等有关规定的要求。 ...

| 证券代码：603806 | 证券简称：福斯特 | | 公告编号：2023-061 | | --- | --- | --- | --- | | 转债代码：113661 | 转债简称：福 | 22 转债 | | 杭州福斯特应用材料股份有限公司（以下简称"公司"）第五届董事会第二 十四次会议于 2023 年 8 月 23 日在公司会议室，以现场结合通讯表决方式召开。 本次董事会会议通知于 2023 年 8 月 14 日以电子邮件和电话方式发出。会议应出 席董事 7 名，实际出席会议董事 7 名。本次会议的召集和召开程序符合《公司法》 等相关法律法规及《公司章程》的有关规定，会议决议合法、有效。会议由公司 董事长林建华先生主持，公司监事、高级管理人员列席了本次会议。 二、董事会会议审议情况 会议审议通过了如下议案： （一）《关于审议<公司 2023 年半年度报告及其摘要>的议案》 杭州福斯特应用材料股份有限公司 根据《证券法》、《公开发行证券的公司信息披露内容与格式准则第 3 号-- 半年度报告的内容与格式》、《上海证券交易所股票上市规则》及上海证券交易所 《关于做好主板上市公司 2023 年半年度报告披露工作的 ...

| 证券代码：603806 | 证券简称：福斯特 | 公告编号：2023-065 | | --- | --- | --- | | 转债代码：113661 | 转债简称：福 22 | 转债 | 杭州福斯特应用材料股份有限公司 关于召开 2023 年半年度业绩说明会的公告 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。 重要内容提示： https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 08 月 25 日(星期五)至 08 月 30 日(星期三)16:00 前登 录上证路演中心网站首页点击"提问预征集"栏目或通过公司投资者关系邮箱： fst-zqb@firstpvm.com 进行提问。公司将在说明会上对投资者普遍关注的问题 进行回答。 杭州福斯特应用材料股份有限公司（以下简称"公司"）已于 2023 年 8 月 25 日发布公司 2023 年半年度报告，为便于广大投资者更全面深入地了解公司 2023 年半年度经营成果、财务状况，公司计划于 2023 年 08 ...

杭州福斯特应用材料股份有限公司独立董事 关于第五届董事会第二十四次会议相关议案的独立意见 r 刘梅娟: ~~ (本页无正文,为《杭州福斯特应用材料股份有限公司独立董事关于第五届董事 会第二十四次会议相关议案的独立意见》之签署页 ) 根据《上海证券交易所股票上市规则》、《上市公司独立董事规则》等法律法 规、规范性文件及杭州福斯特应用材料股份有限公司（以下简称"公司"）《公司 章程》的有关规定，公司独立董事本着认真负责的态度，审阅了公司第五届董事 会第二十四次会议提交的下列议案及相关文件，基于独立判断的立场，发表如下 独立意见： 一、《关于审议<公司关于募集资金 2023 年半年度存放与使用情况的专项报 告>的议案》 公司募集资金 2023 年半年度存放与使用情况符合《上海证券交易所上市公 司自律监管指引第 1 号——规范运作》、公司《募集资金管理制度》等法律、法 规或规范性文件的有关规定，不存在募集资金使用和管理违规的情形，不存在损 害公司及全体股东、特别是中小股东的利益的情形。 二、《关于变更公司内审部负责人的议案》 经审阅刘彧女士的简历及相关资料，其具备与行使职权相适应的履职能力和 条件。刘彧女士与公司董事 ...

| 证券代码：603806 | 证券简称：福斯特 | 公告编号：2023-062 | | --- | --- | --- | | 转债代码：113661 | 转债简称：福 22 | 转债 | 杭州福斯特应用材料股份有限公司 表决结果：同意 3 票、反对 0 票、弃权 0 票。 一、监事会会议召开情况 杭州福斯特应用材料股份有限公司（以下简称"公司"）第五届监事会第二 十三次会议于 2023 年 8 月 23 日在公司会议室，以现场结合通讯表决方式召开。 本次监事会会议通知于 2023 年 8 月 14 日以电子邮件和电话方式发出。会议应出 席监事 3 名，实际出席会议监事 3 名。本次会议的召集和召开程序符合《公司法》 等相关法律法规及《公司章程》的有关规定，会议决议合法、有效。会议由公司 监事会主席杨楚峰先生主持，公司董事会秘书列席了本次会议。 二、监事会会议审议情况 会议审议通过了如下议案： （一）《关于审议<公司 2023 年半年度报告及其摘要>的议案》 公司根据相关法律法规和《公司章程》的规定编制《2023 年半年度报告及 其摘要》，报告真实反映出公司 2023 年半年度的财务状况和经营成果，所披露的 ...

Dividend Distribution and Share Capital - The company plans to distribute a cash dividend of 1.50 CNY per 10 shares and to increase capital by 4.00 shares for every 10 shares held, totaling 199,731,787.05 CNY in cash dividends and 532,618,099 shares to be distributed [3]. - The total share capital after the distribution will be 1,864,163,346 shares, based on the year-end total share capital of 1,331,545,247 shares [3]. - The cash dividend amount for 2022 was 199,731,787.05 RMB, which is 12.65% of the net profit attributable to ordinary shareholders [150]. - The company plans to distribute at least 10% of the distributable profits each year, with cash dividends accounting for no less than 20% of the profit distribution from 2021 to 2023 [147]. - In 2021, the company distributed a cash dividend of 3.50 RMB per 10 shares, totaling 332,886,311.80 RMB, and increased the share capital by 4.00 shares per 10 shares [148]. Financial Performance - The company's operating revenue for 2022 was CNY 18,877,495,145.99, representing a 46.82% increase compared to the previous year [16]. - Net profit attributable to shareholders decreased by 28.13% to CNY 1,578,569,558.82, while the net profit excluding non-recurring gains and losses fell by 32.53% to CNY 1,444,091,295.05 [16]. - The company's total assets increased by 47.54% to CNY 20,194,693,049.09, primarily due to the issuance of bonds and increased short-term borrowings [18]. - Basic earnings per share dropped by 29.17% to CNY 1.19, while diluted earnings per share decreased by 29.76% to CNY 1.18 [17]. - The company reported a net profit of CNY 339,053,406.91 in Q1 2022, with a significant drop in Q4 to CNY 45,179,098.25 [19]. Audit and Compliance - The company has received a standard unqualified audit report from Tianjian Accounting Firm [2]. - The company’s financial report is guaranteed to be true, accurate, and complete by its management team [2]. - The internal control audit report for 2022 received a standard unqualified opinion, confirming effective financial reporting internal controls as of December 31, 2022 [155]. - The company has not faced any penalties from securities regulatory agencies in the past three years [131]. - The company has confirmed that it will not engage in any business activities that compete directly or indirectly with its subsidiaries, committing to avoid conflicts of interest [179]. Research and Development - The company invested CNY 645 million in R&D in 2022, accounting for 3.42% of its revenue, maintaining a leading position in the industry [51]. - The company has a strong R&D team with 560 technical personnel, accounting for 15% of the total workforce, and holds 541 invention and utility model patents [52]. - The company is focusing on enhancing its research and development capabilities to innovate new technologies [125]. - The company plans to enhance its technological research and development across various materials, focusing on high-end products and new technology components [107]. - The company has developed various types of photovoltaic EVA films, including transparent EVA, white EVA, POE, and co-extruded POE films, enhancing solar module efficiency [45]. Market Position and Strategy - The company maintains a leading position in the global photovoltaic encapsulation materials market, with a market share exceeding 50% for several consecutive years [43]. - The company is actively developing electronic materials, with its photosensitive dry film being a key product in the PCB/FPC industry, already integrated into the supply chains of major PCB manufacturers [43]. - The company plans to enhance its market share in photovoltaic backsheet products while ensuring stable market share in photovoltaic encapsulation materials [36]. - The company is focusing on expanding its market share in photovoltaic backplanes and stabilizing its position in the photovoltaic film industry [104]. - The company aims to become a leading global supplier of electronic materials within 3 to 5 years, leveraging synergies between its products [104]. Environmental and Social Responsibility - The company invested RMB 36.1874 million in environmental protection during the reporting period [156]. - The company has implemented carbon reduction measures, successfully reducing CO2 equivalent emissions by 44,494 tons during the reporting period [164]. - The company has established distributed photovoltaic power generation systems on rooftops of its facilities, actively engaging in small ground-mounted photovoltaic power station projects [163]. - The company has disclosed its ESG report, highlighting its commitment to environmental, social, and governance responsibilities [167]. - The company contributed 919,000 yuan to poverty alleviation and rural revitalization projects, supporting initiatives such as cultural stage construction and photovoltaic charity assistance [170]. Governance and Management - The company has conducted 14 board meetings and 14 supervisory meetings during the reporting period, ensuring effective governance and compliance with regulations [117]. - The total remuneration for all directors, supervisors, and senior management personnel at the end of the reporting period amounted to 7.9315 million yuan [130]. - The company’s senior management performance evaluation links compensation to the company's profitability, aligning incentives with business performance [153]. - The company has established a training management system to enhance employee capabilities and ensure sustainable development [144]. - The company has implemented measures to enhance the operation and management of pollution prevention facilities, ensuring stable operation and compliance with emission standards [157]. Future Outlook and Expansion Plans - The company plans to expand its photovoltaic encapsulation film production capacity to over 2.5 billion square meters annually by 2023, capable of packaging 260GW of components [22]. - The company is establishing a new production base in Vietnam with an annual capacity of 250 million square meters for high-efficiency battery encapsulation film, following the establishment of a base in Thailand [26]. - The company plans to continue expanding its photovoltaic product lines and enhance its market presence in the renewable energy sector [84]. - The company aims to expand its production capacity for photovoltaic materials and electronic materials, including projects in Jiaxing, Vietnam, and Lin'an [106]. - The company plans to enhance its market presence and invest in new product development to drive future growth [125].

Financial Performance - The company's operating revenue for Q1 2023 was CNY 4,912,959,472.68, representing a year-on-year increase of 26.48%[2] - The net profit attributable to shareholders for the same period was CNY 364,342,580.67, reflecting a growth of 7.46% compared to the previous year[2] - The net profit after deducting non-recurring gains and losses was CNY 345,540,841.50, which is an increase of 9.65% year-on-year[2] - The basic earnings per share (EPS) for Q1 2023 was CNY 0.27, up by 9.41% from the same period last year[2] - Total operating revenue for Q1 2023 reached ¥4,912,959,472.68, a 26.4% increase from ¥3,884,303,667.81 in Q1 2022[15] - Net profit for Q1 2023 was ¥364,678,019.62, representing a 7.4% increase compared to ¥339,577,292.23 in Q1 2022[16] - The total comprehensive income attributable to the parent company was approximately ¥364.60 million, up from ¥336.96 million in the previous year[17] Assets and Liabilities - The total assets at the end of Q1 2023 amounted to CNY 20,822,340,984.71, a 3.11% increase from the end of the previous year[3] - Total assets as of Q1 2023 were ¥20,822,340,984.71, compared to ¥20,194,693,049.09 at the end of Q1 2022[13] - Total liabilities for Q1 2023 were ¥6,413,485,359.80, an increase from ¥6,184,187,061.55 in Q1 2022[12] - The company's total equity reached ¥14,408,855,624.91 in Q1 2023, up from ¥14,010,505,987.54 in Q1 2022[13] - The equity attributable to shareholders increased to CNY 14,346,126,058.58, marking a 2.61% rise compared to the end of last year[3] Cash Flow - The net cash flow from operating activities was negative at CNY -984,340,665.27, indicating a significant cash outflow[2] - The net cash flow from operating activities was negative at approximately -¥984.34 million, worsening from -¥151.43 million in the same period last year[20] - The company’s cash inflow from financing activities was approximately ¥832.85 million, significantly higher than ¥200 million in Q1 2022[20] - Cash outflow from investing activities was approximately ¥436.89 million, a decrease from ¥493.77 million in the same period last year[20] - The company’s total cash and cash equivalents at the end of Q1 2023 stood at approximately ¥5.42 billion, up from ¥2.44 billion at the end of Q1 2022[21] Shareholder Information - The top shareholder, Hangzhou Foster Technology Group Co., Ltd., holds 48.45% of the shares, while the second-largest shareholder, Lin Jianhua, owns 13.46%[7] Expenses - Total operating costs for Q1 2023 were ¥4,540,514,143.44, up 31.7% from ¥3,449,273,102.43 in Q1 2022[15] - Research and development expenses in Q1 2023 amounted to ¥166,733,185.44, an increase from ¥139,222,562.57 in Q1 2022[15] Other Financial Metrics - The weighted average return on equity (ROE) decreased to 2.57%, down by 0.18 percentage points from the previous year[2] - Cash and cash equivalents increased to ¥49,779.66 in Q1 2023 from ¥2,809,779.66 in Q1 2022[11] - Accounts receivable rose to ¥4,330,343,953.63 in Q1 2023, compared to ¥3,776,155,547.92 in Q1 2022[11] - Inventory decreased to ¥3,061,742,936.92 in Q1 2023 from ¥3,515,598,210.73 in Q1 2022[11] - Basic earnings per share increased to ¥0.27 in Q1 2023 from ¥0.25 in Q1 2022, while diluted earnings per share rose to ¥0.28 from ¥0.25[17] - The company reported non-recurring gains totaling CNY 18,801,739.17 for the quarter[4]

| 证券代码：603806 | 证券简称：福斯特 | 公告编号：2023-020 | | --- | --- | --- | | 转债代码：113661 | 转债简称：福 22 | 转债 | 杭州福斯特应用材料股份有限公司 关于参加沪市光伏产业链上市公司 2022 年年报集体业绩说明会 暨公司现金分红说明会的公告 重要内容提示： http://roadshow.sseinfo.com/roadshowDisplay.do?tag=pv） 投资者可于 2023 年 04 月 21 日至 04 月 26 日 16:00 前登录上证路演中 心网站首页点击"提问预征集"栏目或通过公司邮箱（fst-zqb@firstpvm.com） 进行提问。公司将在说明会上对投资者普遍关注的问题进行回答。 杭州福斯特应用材料股份有限公司（以下简称"公司"）将于 2023 年 4 月 22 日发布公司 2022 年年度报告，为便于广大投资者更全面深入地了解公司 2022 年度经营成果、财务状况，公司计划于 2023 年 04 月 27 日上午 10:00-11:30 参 加沪市光伏产业链上市公司 2022 年年报集体业绩说明会暨公司现 ...

Financial Performance - The company's operating revenue for Q3 2022 reached ¥4,531,113,062.70, representing a year-on-year increase of 40.98%[4] - The net profit attributable to shareholders for the same period was ¥476,365,191.00, reflecting a growth of 10.10% compared to the previous year[4] - The basic earnings per share for Q3 2022 was ¥0.36, an increase of 9.09% year-on-year[5] - Total revenue for the first three quarters of 2022 reached ¥13,546,348,287.48, a significant increase of 51.5% compared to ¥8,929,655,522.64 in the same period of 2021[15] - Net profit for Q3 2022 reached approximately CNY 1.53 billion, compared to CNY 1.34 billion in Q3 2021, reflecting a year-over-year increase of about 14.6%[18] - The company reported a total profit of approximately CNY 1.70 billion for Q3 2022, an increase from CNY 1.49 billion in Q3 2021, reflecting a growth of about 13.9%[18] - The company’s total comprehensive income for Q3 2022 was approximately CNY 1.52 billion, compared to CNY 1.26 billion in Q3 2021, indicating a year-over-year increase of about 20.5%[19] Assets and Liabilities - Total assets as of the end of the reporting period amounted to ¥17,492,783,890.01, marking a 27.80% increase from the end of the previous year[5] - Current assets totaled ¥13,941,626,951.32, an increase of 29.5% from ¥10,756,372,539.43 as of December 31, 2021[12] - The company reported a total liability of ¥4,099,026,063.93, compared to ¥1,497,880,520.85 at the end of 2021, indicating a substantial increase in leverage[14] - The equity attributable to shareholders reached ¥13,364,125,534.57, up from ¥12,176,177,692.64, marking an increase of 9.8%[14] - The company's total liabilities amounted to ¥4,099,026,063.93, compared to ¥1,497,880,520.85 in the previous year, indicating a substantial increase[39] Cash Flow - The company reported a net cash flow from operating activities of -¥1,176,285,813.29 for the year-to-date period, indicating challenges in cash generation[4] - Cash flow from operating activities for the first nine months of 2022 was negative CNY 1.18 billion, worsening from negative CNY 735.5 million in the same period of 2021[20] - The company reported a net cash flow from investment activities of -¥25,302,453.32 for Q3 2022, a significant decrease compared to ¥1,747,688,272.78 in the same period last year[26] - The cash inflow from operating activities for the first three quarters of 2022 was CNY 10,573,094,778.83, compared to CNY 6,233,198,701.56 in the same period of 2021, representing an increase of approximately 69.5%[42] - The net cash outflow from operating activities for the first three quarters of 2022 was CNY -1,176,285,813.29, worsening from CNY -735,497,657.55 in the previous year[42] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 43,561, indicating a broad shareholder base[8] - The largest shareholder, Hangzhou Foster Technology Group Co., Ltd., held 48.45% of the shares, reflecting significant ownership concentration[8] - The total number of common shareholders at the end of the reporting period was 43,561[30] - The largest shareholder, Hangzhou Foster Technology Group Co., Ltd., holds 645,072,814 shares, accounting for 48.45% of total shares[30] Operating Costs and Expenses - Total operating costs for Q3 2022 were approximately CNY 11.5 billion, an increase from CNY 7.39 billion in Q3 2021, representing a year-over-year growth of about 55.5%[17] - Research and development expenses for Q3 2022 amounted to CNY 462.76 million, up from CNY 308.13 million in Q3 2021, indicating a growth of approximately 50%[17] - The company's management reported an increase in sales expenses to CNY 40.85 million in Q3 2022, down from CNY 114.17 million in Q3 2021, reflecting a decrease of approximately 64.2%[17] Future Outlook and Strategy - The company has not provided specific guidance for future performance in the conference call[11] - The company is focusing on expanding its market presence and developing new technologies, although specific details were not disclosed in the call[11] - There were no significant updates on mergers or acquisitions mentioned during the conference call[11] - The company has not disclosed any new strategies or future outlook in the provided documents[32]

Financial Performance - The company's operating revenue for Q3 2022 was RMB 4,531,113,062.70, representing a year-on-year increase of 40.98%[4] - The net profit attributable to shareholders for the same period was RMB 476,365,191.00, with a year-on-year growth of 10.10%[4] - The basic earnings per share for Q3 2022 was RMB 0.36, reflecting a 9.09% increase compared to the same period last year[5] - Total operating revenue for the first three quarters of 2022 reached ¥13,546,348,287.48, a significant increase of 51.5% compared to ¥8,929,655,522.64 in the same period of 2021[15] - Net profit for Q3 2022 reached CNY 1,534,116,205.25, compared to CNY 1,337,944,338.47 in Q3 2021, reflecting an increase of about 14.7%[18] - Total comprehensive income attributable to the parent company's owners for Q3 2022 was CNY 1,261,123,697.46, compared to CNY 1,336,280,265.78 in Q3 2021, showing a decrease of about 5.6%[19] Assets and Liabilities - Total assets at the end of the reporting period reached RMB 17,492,783,890.01, marking a 27.80% increase from the end of the previous year[5] - Current assets as of September 30, 2022, totaled ¥13,941,626,951.32, up from ¥10,756,372,539.43 at the end of 2021, reflecting a growth of 29.5%[12] - Total liabilities amounted to ¥4,099,026,063.93, which is a substantial increase from ¥1,497,880,520.85 in the previous year[14] - The company's equity attributable to shareholders was ¥13,364,125,534.57, up from ¥12,176,177,692.64, indicating a growth of 9.8%[14] - Total assets as of September 30, 2022, are ¥17,492,783,890.01, compared to ¥13,687,964,760.32 at the end of 2021[35] Cash Flow - The company reported a net cash flow from operating activities of RMB -1,176,285,813.29 for the year-to-date period, indicating a significant cash outflow[4] - The company reported a net cash flow from investment activities of -¥25,302,453.32, a significant decrease compared to the previous year's net cash inflow of ¥1,747,688,272.78[26] - The net cash flow from operating activities was negative CNY 1,176,285,813.29, worsening from negative CNY 735,497,657.55 year-over-year[42] - Cash inflow from financing activities amounted to CNY 1,468,876,167.49, while cash outflow was CNY 543,612,043.28, resulting in a net cash flow from financing activities of CNY 925,264,124.21[43] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 1,331,545,247[8] - The largest shareholder, Hangzhou Foster Technology Group Co., Ltd., held 48.45% of the shares[8] - The total number of common shareholders at the end of the reporting period is 1,331,545,247 shares[30] - The largest shareholder, Hangzhou Foster Technology Group Co., Ltd., holds 645,072,814 shares, accounting for 48.45% of total shares[30] Operating Costs and Expenses - Total operating costs for Q3 2022 were CNY 11,500,568,720.14, an increase from CNY 7,394,791,321.39 in Q3 2021, representing a growth of approximately 55.5%[17] - Research and development expenses amounted to CNY 462,758,557.25 in Q3 2022, up from CNY 308,131,334.53 in Q3 2021, indicating a rise of approximately 50%[17] Market and Growth Strategy - The increase in operating revenue was primarily driven by the rise in both volume and price of photovoltaic films and backsheets[7] - The company is focusing on expanding its market presence and developing new products and technologies to drive future growth[11]