Overview of the Announcement - The company has approved the transfer of assets, liabilities, and personnel from its Yantai branch to its wholly-owned subsidiary, Yantai Fulai New Materials Technology Co., Ltd, along with a capital increase for the subsidiary [2][3] Asset and Liability Transfer - The transfer involves the Yantai branch's total assets amounting to 628.24 million yuan and liabilities of 635.11 million yuan, resulting in a net asset value of -6.88 million yuan as of April 30, 2025 [3] - The transfer will be executed at book value, and any changes in assets and liabilities from the transfer date to the actual transfer date will be adjusted accordingly [3] Capital Increase Details - The company will increase the registered capital of Yantai Fulai by 350 million yuan, with the remaining 6.88 million yuan allocated to the capital reserve [4] - Post-increase, the registered capital of Yantai Fulai will rise from 30 million yuan to 380 million yuan, maintaining the company's 100% ownership [4] Employee Transition - All employees from the Yantai branch will be transferred to Yantai Fulai, following the principle of "people move with assets and business" [6] - Necessary procedures for re-signing labor contracts and transferring social insurance will be conducted in compliance with relevant laws and regulations [6] Contractual Obligations - The company will handle the transfer of rights and obligations related to existing contracts and agreements to Yantai Fulai, while any agreements that cannot be transferred will remain the responsibility of the company [7] Corporate Compliance - Both companies have confirmed their legal status and compliance with necessary authorizations for signing the transfer agreement [8][9] Business Registration Update - Yantai Fulai has completed the business registration for the capital increase and received a new business license, with the updated registered capital now at 380 million yuan [10] Impact on the Company - The transfer of assets and liabilities is a reallocation within the consolidated financial statements and will not significantly impact the company's financial or operational status [11]

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。 一、本次划转情况概述 浙江福莱新材料股份有限公司（以下简称"公司"）于 2025 年 3 月 27 日召开 第三届董事会第八次会议、第三届监事会第七次会议审议通过了《关于将分公司 资产、负债及人员划转至全资子公司并对全资子公司增资暨变更部分募投项目实 施主体的议案》，同意将浙江福莱新材料股份有限公司烟台分公司（以下简称"烟 台分公司"）相关的资产及负债划转至公司全资子公司烟台福莱新材料科技有限 公司（以下简称"烟台福莱公司"），并对烟台福莱公司进行增资，按照"人随业务 走"原则进行人员安置。具体内容详见公司 2025 年 3 月 29 日披露于上海证券交 易所网站（www.sse.com.cn）及指定信息披露媒体的《福莱新材关于将分公司资 产、负债及人员划转至全资子公司并对全资子公司增资暨变更部分募投项目实施 主体的公告》。 | 证券代码：605488 | 证券简称：福莱新材 | 公告编号：临 | 2025-073 | | --- | --- | --- | --- | | 债券 ...

Core Viewpoint - The legal opinion letter issued by Beijing Junhe (Hangzhou) Law Firm confirms that Zhejiang Fulai New Materials Co., Ltd.'s differentiated dividend distribution plan for 2024 complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [9][10]. Group 1: Differentiated Dividend Distribution - The differentiated dividend distribution is based on the company's total share capital after deducting shares held in the repurchase account, with a cash dividend of 1.50 RMB per 10 shares (tax included) and a capital reserve increase of 4 shares per 10 shares [3][5]. - As of May 22, 2025, the total share capital of the company is 201,645,186 shares, with 2,426,950 shares in the repurchase account not participating in the profit distribution [4][5]. - The total cash dividend expected to be distributed amounts to approximately 79,687,294 shares based on the differentiated dividend plan [4][5]. Group 2: Legal Compliance and Verification - The law firm verified that the company provided all necessary documents and guarantees regarding the authenticity and completeness of the information for the legal opinion [2][3]. - The legal opinion is solely for the purpose of the differentiated dividend distribution and does not cover financial accounting or auditing matters [2][3]. - The law firm confirms that the differentiated dividend distribution aligns with the provisions of the Company Law, Securities Law, and relevant regulatory guidelines [9][10]. Group 3: Impact on Stock Price - The reference price for ex-dividend (ex-rights) is calculated based on the closing price of 44.93 RMB per share, adjusted for the cash dividend and the change in circulating shares [6][7]. - The actual distribution will result in a minor impact on the ex-dividend reference price, with an absolute value of impact below 1% [8].

Core Viewpoint - The company announced an adjustment to the conversion price of its convertible bonds due to the implementation of the 2024 annual equity distribution, resulting in a new conversion price of 9.54 CNY per share from the previous 13.46 CNY per share [2][5]. Group 1: Equity Distribution and Conversion Price Adjustment - The company will distribute a cash dividend of 1.50 CNY per 10 shares and will increase capital by 4 shares for every 10 shares held [3][5]. - The adjustment to the conversion price is based on the formula outlined in the company's prospectus, which accounts for changes in share capital due to equity distribution [3][4]. - The new conversion price will take effect on May 30, 2025, after a suspension of conversion from May 23 to May 29, 2025 [2][6]. Group 2: Details of the Convertible Bonds - The company issued 4.29018 million A-share convertible bonds with a total issuance amount of 429.018 million CNY on January 4, 2023 [2][3]. - The bonds have a maturity period from January 4, 2023, to January 3, 2029, with a conversion period specified [2][3].

Core Viewpoint - Zhejiang Fulai New Materials Co., Ltd. announced its 2024 annual profit distribution plan, which includes a cash dividend and a capital increase through stock transfer [2][4]. Summary by Sections Profit Distribution and Capital Increase - The company plans to distribute a cash dividend of 1.50 RMB per 10 shares (including tax) and to increase capital by transferring 4 shares for every 10 shares held [2][3]. - The total number of shares participating in the distribution is 199,218,236 shares after excluding 2,426,950 shares held in the company's repurchase account [2][3]. Important Dates - The key dates for the distribution are as follows: - Equity registration date: May 29, 2025 - Last trading date: May 30, 2025 - Ex-dividend date: May 30, 2025 [5][4]. Tax Implications - For individual shareholders holding shares for over one year, the cash dividend is exempt from personal income tax, resulting in a net distribution of 0.15 RMB per share [6][7]. - For shares held for less than one month, a 20% tax applies, while shares held between one month and one year are taxed at 10% [7][8]. Share Capital Structure Changes - The total share capital before the distribution is 201,645,186 shares, which will increase to 281,332,480 shares after the capital increase [10]. - The diluted earnings per share for the fiscal year 2024 is projected to be 0.54 RMB after the capital increase [10]. Adjustments to Convertible Bonds - The company will adjust the conversion price of its convertible bonds in accordance with the changes in share capital due to the profit distribution [11].

Core Viewpoint - The company, Zhejiang Fulai New Materials Co., Ltd., has announced adjustments to its 2024 profit distribution cash dividend total and capital reserve fund increase in share capital total due to changes in total share capital resulting from the conversion of convertible bonds [1][2][3] Summary of Key Points Cash Dividend Adjustment - The total cash dividend amount has been adjusted to RMB 29,882,735.40 (including tax) [1][4] - The cash dividend distribution is set at RMB 1.50 (including tax) for every 10 shares [2][4] Capital Reserve Fund Increase - The number of shares to be increased from the capital reserve fund has been adjusted from 79,587,325 shares to 79,687,294 shares [1][5] - After the increase, the total share capital of the company will rise to 281,332,480 shares [1][5] Reason for Adjustment - The adjustments were necessitated by changes in total share capital due to the conversion of the "Fuxin Convertible Bonds" prior to the equity distribution registration date [2][3] - As of May 22, 2025, the total share capital increased from 201,395,263 shares to 201,645,186 shares due to the conversion [2][3] Profit Distribution Plan Overview - The profit distribution plan was approved at the annual shareholders' meeting on April 23, 2025, with the base for distribution calculated after deducting shares in the repurchase account [2][3] - The adjusted total cash dividend and share increase are based on the new total share capital after accounting for the repurchase account [4][5]

Fundraising Overview - The company Zhejiang Fulai New Materials Co., Ltd. has successfully completed its initial public offering (IPO) by issuing 30 million shares at a price of 20.43 RMB per share, raising a total of 612.9 million RMB, with a net amount of 530.63 million RMB after deducting issuance costs [1][2]. Fund Management and Regulatory Compliance - The company has signed a four-party supervision agreement for the storage of fundraising special accounts to ensure proper management of the raised funds and protect investor rights, in accordance with relevant laws and regulations [3][4]. - The agreement involves the company, its wholly-owned subsidiary Yantai Fulai New Materials Technology Co., Ltd., China Construction Bank, and CITIC Securities as the sponsor [4][5]. Fund Allocation and Usage - The special account will be exclusively used for the "New Materials Project" previously managed by the Yantai branch, which has now been transferred to the subsidiary [4][5]. - The company is authorized to invest a portion of the funds in cash management products, with strict regulations on the usage and management of these funds to ensure compliance with the Shanghai Stock Exchange guidelines [4][5]. Monitoring and Reporting - The sponsor (CITIC Securities) will conduct ongoing supervision of the fundraising management, including on-site inspections and inquiries, to ensure compliance with the agreement [5][6]. - Any expenditures from the special account must be reported to the sponsor within three working days, along with a detailed expenditure list [6][7].

Group 1 - The company, Zhejiang Fulai New Materials Co., Ltd., has announced a change in its continuous supervision sponsor representative due to the work changes of the previous representative, Sun Qi [1][2] - CITIC Securities has been the sponsor for the company's IPO in 2021 and the issuance of convertible bonds in 2022, with the statutory supervision period ending on December 31, 2024 [1][2] - The new sponsor representative, Kong Lei, has extensive experience in investment banking and has participated in various IPO and refinancing projects [2] Group 2 - The previous sponsor representatives were Zhang Yujie and Sun Qi, with Sun Qi being replaced by Kong Lei to ensure the orderly continuation of supervision work [2] - Kong Lei has been involved in multiple projects, including IPOs and convertible bond issuances for various companies, indicating a strong background in the field [2]

证券代码：605488 证券简称：福莱新材 公告编号：临 2025-070 债券代码：111012 债券简称：福新转债 浙江福莱新材料股份有限公司 关于实施 2024 年度权益分派时调整"福新转债"转股 价格的公告 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： 证券停复牌情况：适用 因实施 2024 年年度权益分派,本公司的相关证券停复牌情况如下： | 证券代码 | 证券简称 | 停复牌类型 | 停牌起始日 | 停牌 期间 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | --- | --- | | 111012 | 福新转债 | 可转债转股复 | | | 2025/5/29 | 2025/5/30 | | | | 牌 | | | | | "福新转债"自权益分派公告前一交易日（2025 年 5 月 23 日）至权益分派股 权登记日（2025 年 5 月 29 日）期间停止转股，股权登记日后的第一个交易日（2025 年 5 月 30 日）起"福新转债"将恢复转股。 ...

北京君合（杭州）律师事务所 关于浙江福莱新材料股份有限公司 2024 年度差异化分红事项的法律意见书 致: 浙江福莱新材料股份有限公司 北京君合（杭州）律师事务所（以下简称"本所"）接受浙江福莱新材料股 份有限公司（以下简称"公司"）委托，根据《中华人民共和国证券法》（以下简 称"《证券法》"）、《中华人民共和国公司法》（以下简称"《公司法》"）、《上海 证券交易所上市公司自律监管指引第 7 号——回购股份》（以下简称"《回购股 份监管指引》"）等中华人民共和国（以下简称"中国"，为本法律意见书之目的， 不包括香港特别行政区、澳门特别行政区和台湾地区）现行有效的法律、行政 法规、规章、规范性文件和现行有效的《浙江福莱新材料股份有限公司章程》 （以下简称"《公司章程》"）有关规定，就公司 2024 年度权益分配涉及的差异 化权益分派特殊除权除息相关事项（以下简称"本次差异化分红"）出具本法律 意见书。 根据公司披露的《关于股份回购实施结果暨股份变动的公告》，截至 2024 年 8 月 16 日，公司完成回购，已实际回购公司股份 2,426,950 股。 根据公司披露的《2024 年年度股东大会决议公告》《关于 ...