江西宏柏新材料股份有限公司 2025年第三次临时股东大会会议资料 江西宏柏新材料股份有限公司 2025年第三次临时股东大会 会议资料 2025年9月 1 江西宏柏新材料股份有限公司 2025年第三次临时股东大会会议资料 目录 | | | | | | 三、2025年第三次临时股东大会议案 | 议案一：《关于开展外汇套期保值业务的议案》 7 | | --- | | 议案二：《关于取消监事会并修订<公司章程>的议案》 8 | | 议案三：《关于修订<江西宏柏新材料股份有限公司股东会议事规则>的议案》 9 | | 议案四：《关于修订<江西宏柏新材料股份有限公司董事会议事规则>的议案》 10 | | 11 议案五：《关于修订<江西宏柏新材料股份有限公司独立董事工作制度>的议案》 | | 议案六：《关于修订<江西宏柏新材料股份有限公司累积投票实施制度>的议案》 12 | | 议案七：《关于修订<江西宏柏新材料股份有限公司控股股东、实际控制人行为规范>的议案》 | | 13 | | 议案八：《关于修订<江西宏柏新材料股份有限公司关联交易决策制度>的议案》 14 | | 议案九：《关于提请股东大会授权董事会办理与公司修订<公 ...

Core Viewpoint - The company Hongbo New Materials (605366) has experienced a decline in stock price and significant losses in its financial performance for the first half of 2025, prompting changes in corporate governance and financial strategies [1][3][4]. Stock Performance - As of August 29, 2025, Hongbo New Materials closed at 6.25 yuan, down 4.43% from the previous week [1]. - The stock reached a high of 6.63 yuan and a low of 6.09 yuan during the week [1]. - The company's current market capitalization is 3.952 billion yuan, ranking 111th out of 169 in the chemical products sector and 3881st out of 5152 in the A-share market [1]. Shareholder Changes - As of June 30, 2025, the number of shareholders increased to 27,600, a rise of 3.07% from March 31, 2025 [2]. - The average number of shares held per shareholder decreased from 23,700 to 23,000 shares, with an average holding value of 143,900 yuan [2]. Financial Performance - For the first half of 2025, the company reported a main revenue of 731 million yuan, a slight decrease of 0.16% year-on-year [3]. - The net profit attributable to shareholders was -26.61 million yuan, a significant decline of 345.4% year-on-year [3]. - The company’s second-quarter revenue was 375 million yuan, reflecting a year-on-year growth of 5.7%, but the net profit was -20.99 million yuan, down 657.17% year-on-year [3]. - The company’s debt ratio stands at 48.49%, with a gross profit margin of 7.86% [3]. Corporate Announcements - On August 26, 2025, the company’s board approved the 2025 semi-annual report and a special report on the use of raised funds [4]. - The company plans to conduct foreign exchange hedging activities with a maximum amount of 80 million USD, with a margin and premium cap of 25 million yuan [4]. - The company intends to abolish the supervisory board, transferring its powers to the audit committee of the board, and will revise its articles of association and related systems [4]. - A third extraordinary general meeting of shareholders is scheduled for September 16, 2025, to discuss various proposals, including the foreign exchange hedging business and governance changes [4].

Core Viewpoint - Hongbo New Materials (605366) reported a significant decline in net profit for the first half of 2025, with a year-on-year decrease of 345.4%, indicating financial distress and operational challenges [1]. Financial Performance Summary - Total operating revenue for the first half of 2025 was 731 million yuan, a slight decrease of 0.16% compared to the same period in 2024 [1]. - The net profit attributable to shareholders was -26.61 million yuan, down 345.4% year-on-year [1]. - The gross profit margin fell to 7.86%, a decrease of 34.92% year-on-year, while the net profit margin turned negative at -3.64%, down 345.9% [1]. - Selling, general, and administrative expenses totaled 66.95 million yuan, accounting for 9.16% of revenue, an increase of 1.91% year-on-year [1]. - Earnings per share dropped to -0.04 yuan, a decline of 300% compared to the previous year [1]. Key Financial Changes - Trading financial assets decreased by 73.63% due to the redemption of financial products [3]. - Accounts receivable increased by 17.02%, indicating a rise in outstanding payments [3]. - Prepayments rose by 90.5%, reflecting an increase in advance payments for materials [3]. - Other receivables decreased by 38.07%, attributed to reduced employee advances and returned project deposits [3]. - Construction in progress increased by 85.56%, indicating ongoing investments in new projects [3]. Debt and Cash Flow Analysis - Other payables increased by 71.62% due to provisions for employee stock plan buyback obligations [4]. - Non-current liabilities due within one year decreased by 30.86%, reflecting a reduction in long-term borrowings due [4]. - Net cash flow from operating activities dropped by 116.75%, primarily due to decreased sales receipts and increased cash payments for purchases [5]. - Net cash flow from investing activities increased by 202.69%, driven by the redemption of financial products [5]. Business Outlook - The company aims to enhance its global industrial layout and expand into new markets to avoid market saturation [6]. - Focus will be on strengthening and optimizing the silicone industry chain, with new production capacities expected to contribute to future growth [6]. - A joint venture with Mito will leverage technological expertise and brand advantages to create new profit growth points [6].

Core Viewpoint - The aerogel industry is experiencing unprecedented growth opportunities driven by the development of the new energy vehicle sector and the implementation of green building policies, with a significant market potential in the trillion-yuan range [2][3]. Group 1: Industry Opportunities - The aerogel market is expected to expand significantly due to the safety requirements of new energy vehicle batteries and the demand for green buildings [2]. - Major battery manufacturers, including CATL and Guoxuan High-Tech, are procuring aerogel products for thermal insulation in electric vehicle batteries [2]. - Various local governments have included aerogel materials in their green building material recommendations, indicating strong policy support for the industry [2]. Group 2: Company Developments - As of August 27, 2025, there are 3,263 registered companies related to aerogels, with a concentration in economically developed regions [3]. - The top five provinces for aerogel company registrations are Jiangsu (558), Hebei (357), Guangdong (345), Zhejiang (243), and Shandong (241), accounting for 53.45% of the total [3]. - Domestic aerogel production capacity exceeds 200,000 cubic meters, with several leading companies entering the market, including China Chemical and Morning Light New Materials [3]. Group 3: Production Capacity and Investments - Hualu New Materials plans to build a production base with an annual capacity of 300,000 cubic meters of silica-based aerogel composite materials, with a total investment of approximately 5 billion yuan [4]. - Aerospace Wujing has an annual production capacity of 20,000 cubic meters and aims to establish the first national standard for aerogel composite glass [5]. - Morning Light New Materials has the largest planned capacity in China at 77,000 tons, with multiple production bases under development [6]. Group 4: Future Projects and Expansion - Various companies are planning significant expansions, such as Aibihai, which aims to increase its production capacity by 125% through new projects [5]. - Nanotech has a current capacity of 36,000 cubic meters per year and plans to build additional projects to reach a capacity of 200 million aerogel insulation sheets [8]. - Lingwei New Materials has initiated a project to achieve an annual capacity of 20,000 tons of ultra-fine silica aerogel products, with full production expected by 2027 [9].

Group 1 - The company Hongbo New Materials (SH 605366) held its 21st meeting of the 3rd Board of Directors on August 26, 2025, to review the semi-annual report and its summary [1] - For the year 2024, the company's revenue composition is 97.47% from the chemical industry and 2.53% from other businesses [1] Group 2 - The pet industry is experiencing a significant boom, with a market size of 300 billion yuan, leading to rising stock prices for industry-listed companies [1]

Financial Performance - The company's main revenue for the first half of 2025 was 731 million yuan, a year-on-year decrease of 0.16% [1] - The net profit attributable to shareholders was -26.61 million yuan, a year-on-year decline of 345.4% [1] - The non-recurring net profit was -32.60 million yuan, a year-on-year decrease of 1251.39% [1] - In Q2 2025, the company's single-quarter main revenue was 375 million yuan, an increase of 5.7% year-on-year [1] - The single-quarter net profit attributable to shareholders for Q2 was -20.99 million yuan, a year-on-year decline of 657.17% [1] - The single-quarter non-recurring net profit for Q2 was -24.48 million yuan, a year-on-year decrease of 13670.69% [1] Financial Ratios - The company's debt ratio stood at 48.49% [1] - The investment income was 1.22 million yuan, while financial expenses amounted to 13.76 million yuan [1] - The gross profit margin was 7.86%, reflecting a year-on-year decrease of 34.92% [7] - The return on assets was -1.27%, a year-on-year decline of 339.62% [7] - Earnings per share were -0.04 yuan, a year-on-year decrease of 300% [7] - The operating cash flow per share was -0.04 yuan, a year-on-year decline of 116.14% [7] Shareholder Information - The largest shareholder is Hongbo Chemical Co., Ltd., holding 21.77% of shares [11] - The second-largest shareholder is Hongbo (Asia) Group Co., Ltd., with an 18.46% stake [11] - Other significant shareholders include Nanchang Longhou Industrial Co., Ltd. (8.77%) and Xinyu City Baolong Enterprise Management Center (5.82%) [11]

Group 1 - The board of directors of Jiangxi Hongbo New Materials Co., Ltd. held its 21st meeting on August 26, 2025, with all 9 directors present, and the meeting was conducted in accordance with relevant laws and regulations [1][2] - The board approved the half-year report for 2025 and its summary, which will be disclosed on the Shanghai Stock Exchange website [1][2] - The board also approved a special report on the use of raised funds for the first half of 2025, which will also be disclosed on the Shanghai Stock Exchange website [2] Group 2 - The board approved a proposal to conduct foreign exchange hedging business to mitigate risks from currency fluctuations, with a maximum amount of $80 million (or equivalent foreign currency) and a margin limit of 25 million RMB [2][3] - The company has conducted feasibility studies and established internal control systems to ensure that the foreign exchange hedging activities align with operational needs and do not harm the interests of the company and its shareholders [3] Group 3 - The board approved the cancellation of the supervisory board and the corresponding amendments to the company's articles of association, transferring the supervisory functions to the audit committee of the board [4] - The board also approved various amendments to internal regulations, including the rules for shareholder meetings, board meetings, and independent director work systems, all of which require shareholder approval [5][6][7] Group 4 - The board proposed to hold the third extraordinary general meeting of shareholders on September 16, 2025, to review the aforementioned proposals that require shareholder approval [12]

Group 1 - The third meeting of the supervisory board of Jiangxi Hongbo New Materials Co., Ltd. was held on August 26, 2025, using a combination of on-site and remote voting methods [1][2] - The supervisory board approved the 2025 semi-annual report and its summary, confirming that the report accurately reflects the company's actual situation without any false records or misleading statements [1][2] - The voting results for the semi-annual report were unanimous, with 3 votes in favor and no votes against or abstentions [2] Group 2 - The supervisory board also approved the special report on the storage and actual use of funds raised in the first half of 2025, with the details available on the Shanghai Stock Exchange website [2] - The voting results for the special report were also unanimous, with 3 votes in favor and no votes against or abstentions [2]

Group 1 - The company will hold its third extraordinary general meeting of shareholders on September 16, 2025, at 14:30 in the office of Hongbai New Materials Application Center, located in the Tashan Industrial Park, LePing City, Jiangxi Province [1][4] - The voting for the meeting will be conducted through both on-site and online methods, utilizing the Shanghai Stock Exchange's shareholder meeting voting system [4][6] - The record date for shareholders eligible to attend the meeting is September 10, 2025, and shareholders can appoint proxies to attend and vote on their behalf [5][6] Group 2 - The meeting will review several non-cumulative voting proposals, which have already been approved in the board meeting held on August 26, 2025 [4][5] - There are no related shareholders that need to abstain from voting on the proposals [2][4] - Shareholders holding multiple accounts can participate in the online voting system through any of their accounts, and the first voting result will be considered valid for all accounts [5][6]

| | | 债券代码：111019 债券简称：宏柏转债 一、董事会会议召开情况 江西宏柏新材料股份有限公司（以下简称"公司"）第三届董事会第二十 一次会议于 2025 年 8 月 26 日采用现场结合通讯表决方式召开。本次会议应出 席董事 9 人，实际出席会议的董事 9 人。会议由公司董事长纪金树先生主持， 公司监事、高级管理人员列席本次会议。 本次董事会会议的召集、召开符合《中华人民共和国公司法》和《公司章程》 的有关规定，会议决议合法有效。 二、董事会会议审议情况 江西宏柏新材料股份有限公司 第三届董事会第二十一次会议决议公告 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。 表决情况：同意 9 票；反对 0 票；弃权 0 票；表决结果：通过。 （一）审议并通过《关于 2025 年半年度报告及其摘要的议案》 具体内容详见公司披露于上海证券交易所网站（www.sse.com.cn）的《2025 年半年度报告》、《2025 年半年度报告摘要》。 本议案已经公司董事会审计委员会审议通过。 （二）审议并通过《关于 2025 年半年度 ...