| 证券代码：605488 | 证券简称：福莱新材 | 公告编号：临 | 2025-056 | | --- | --- | --- | --- | | 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 关于可转债转股结果暨股份变动的公告 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： 累计转股情况：浙江福莱新材料股份有限公司（以下简称"公司"或"福莱 新材"）公开发行可转换公司债券（以下简称"福新转债"或"可转债"）自 2023 年 7 月 10 日起开始转股，截至 2025 年 3 月 31 日，累计共有 317,141,000 元"福新 转债"转换为公司股份，因转股形成的股份数量为 23,287,844 股，占可转债转股 前公司已发行股份总额的 13.25%。 未转股可转债情况：截至 2025 年 3 月 31 日，尚未转股的"福新转债"金 额为 111,877,000 元，占"福新转债"发行总额的 26.08%。 本季度转股情况：自 2025 年 1 月 1 日至 2 ...

Core Viewpoint - The company, Folei New Materials, reported significant growth in revenue and net profit for 2024, indicating a strong performance across various business segments, particularly in electronic-grade functional materials and flexible sensor technology [1][2]. Financial Performance - The company achieved a revenue of 2.541 billion yuan in 2024, representing a year-on-year increase of 19.23% [1]. - The net profit attributable to shareholders reached 139 million yuan, marking a substantial growth of 98.42% compared to the previous year [1]. - The company plans to distribute a cash dividend of approximately 29.8452 million yuan and to increase capital reserves by issuing 4 additional shares for every 10 shares held [1]. Business Segments - The advertising inkjet printing materials business grew by 7.79% year-on-year [1]. - The label and identification printing materials business saw a growth of 28.07% [1]. - The functional base film materials segment experienced a remarkable increase of 111.33% [1]. - The electronic-grade functional materials segment grew by 61.91% [1][2]. Research and Development - The total R&D expenditure for 2024 was 92.7847 million yuan, accounting for 3.65% of total revenue [2]. - The number of R&D personnel reached 196, representing 11.67% of the total workforce [2]. - The company holds 115 authorized patents, including 69 invention patents and 8 software copyrights [2]. Emerging Technologies - The company is actively developing flexible sensor technology, gaining significant market attention [2]. - In 2024, the company successfully developed high-performance flexible sensor materials, which are applicable in various fields such as humanoid robots, industrial inspection, and smart wearables [2]. - The company aims to enhance its investment in flexible sensors in 2025, focusing on R&D and commercialization to create a diversified product matrix [3].

Core Viewpoint - 福莱新材 reported significant revenue growth in 2024, but concerns arise regarding its core profitability due to declining non-recurring net profit and cash flow issues [1][2][5] Revenue Growth and Challenges - 福莱新材 achieved a revenue of 2.541 billion yuan in 2024, a year-on-year increase of 19.23%, primarily driven by diversification in the coating materials sector and industry chain synergy [1][2] - The company transitioned from a single coating material provider to an integrated solution provider, particularly excelling in the flexible sensor market [2] - Despite revenue growth, the non-recurring net profit fell to 45.7762 million yuan, a decrease of 8.88%, raising questions about the company's profitability [1][2] - The company recorded a provision for impairment of approximately 18.59 million yuan, including 8.9 million yuan for inventory depreciation, which negatively impacted net profit [2] - In Q4, the non-recurring net profit showed a loss of 16.15 million yuan, a staggering decline of 2764.4% year-on-year, indicating significant issues in cost control and operational efficiency [2] Flexible Sensor Business Opportunities and Challenges - 福莱新材's flexible sensor business is seen as a key growth driver, with successful small batch orders completed with major clients and ongoing deep R&D collaborations [3] - However, the flexible sensor sector is still in its early stages, with large-scale commercialization remaining uncertain [3][4] - The high technical barriers and intense competition in this field pose additional challenges for the company [3][4] Cash Flow Pressure and Capital Expenditure - 福莱新材 reported a negative net cash flow from operating activities of -7.04 million yuan, a decline of 108% year-on-year, highlighting significant cash flow pressure [5] - This cash flow issue is closely linked to the company's large-scale capital expenditures, particularly in the construction of production bases in Zhejiang and Shandong [5] - The company is optimizing four core aspects of the coating industry chain, which, while beneficial for long-term growth, is straining short-term cash flow [5] - Plans for further capital expenditure with the upcoming Yantai Phase II project in the second half of 2025 will add to cash flow challenges [5] - Overall, while 福莱新材 has achieved notable revenue and profit growth, the decline in non-recurring net profit, cash flow pressures, and uncertainties in the flexible sensor business present significant challenges for future development [5]

Core Viewpoint - Zhejiang Fulai New Materials Co., Ltd. has announced the completion of the first unlock period for the second batch of its 2023 restricted stock incentive plan, allowing one eligible participant to apply for the release of 40,000 shares [1][10]. Summary of Relevant Sections Incentive Plan Approval and Implementation - The incentive plan has undergone necessary decision-making procedures, including approval from the board and independent directors [2][3]. - The first grant of restricted stock totaled 3.24 million shares for 32 participants, with a grant price of 7.76 yuan per share [4]. Unlock Conditions Achievement - The first unlock period for the second batch of restricted stock has been achieved, with the eligible participant being able to unlock 40,000 shares, which represents 0.02% of the company's total share capital [10][11]. - The performance targets for the unlock conditions include achieving a revenue of 2.541 billion yuan for the fiscal year 2023 and 3.232 billion yuan for 2025 [7][9]. Monitoring and Verification - The board's remuneration and assessment committee has verified that the unlock conditions have been met and that the participant's eligibility is valid [11]. - The supervisory board has also confirmed that the unlock does not harm the interests of the company or its shareholders, particularly minority shareholders [11]. Legal Compliance - The legal opinion confirms that the unlock and the related adjustments have received the necessary authorizations and comply with relevant regulations [11][12].

Core Viewpoint - The company has decided to repurchase and cancel a total of 320,000 shares of restricted stock from its 2023 incentive plan due to unmet performance targets and the departure of certain incentive recipients [1][6][13]. Group 1: Repurchase and Cancellation Details - The repurchase involves 320,000 shares of restricted stock that were granted under the 2023 incentive plan [6][9]. - The reason for the repurchase includes the failure of the subsidiary, Yantai Fuli New Materials Technology Co., Ltd., to meet the performance targets set for the second unlock period [6][8]. - The repurchase price has been adjusted to 7.46 yuan per share, reflecting a deduction of 0.1 yuan per share from the original grant price due to cash dividends [10][11]. Group 2: Performance Targets - The performance targets for the restricted stock included achieving a revenue of at least 519 million yuan for 2023, 900 million yuan for 2024, and 1.176 billion yuan for 2025 [6][8]. - The actual revenue for 2024 was reported at 513 million yuan, which did not meet the target for the second unlock period [8]. Group 3: Impact on Company Structure - Following the repurchase, the total number of restricted shares will decrease from 3,375,790 to 3,055,790, while the total number of unrestricted shares remains unchanged at 198,019,473 [12]. - The repurchase will not lead to any changes in the controlling shareholder or actual controller of the company, maintaining compliance with listing requirements [12][13]. Group 4: Compliance and Approval - The repurchase and cancellation process has been reviewed and approved by the company's remuneration and assessment committee, as well as the supervisory board, confirming compliance with relevant regulations [13][15]. - The company will continue to fulfill its responsibilities to create value for shareholders despite the repurchase [13].

Core Viewpoint - Zhejiang Fulai New Materials Co., Ltd. emphasizes its commitment to sustainable development through its 2024 ESG report, showcasing achievements in green operations, technological innovation, and corporate governance [1][2]. Group 1: Company Overview - Zhejiang Fulai New Materials Co., Ltd. is a national high-tech enterprise specializing in the research, production, and sales of multifunctional composite materials [5]. - The company was established in 2009 and is headquartered in Jiaxing, Zhejiang Province, within the Yangtze River Delta integration demonstration zone [5]. Group 2: Financial Performance - The total revenue for the year reached 2.541 billion yuan, representing a year-on-year increase of 19.23% [4]. - The net profit attributable to the parent company was 139 million yuan, showing a significant year-on-year growth of 98.42% [4]. - Research and development investment amounted to 92.7847 million yuan, accounting for 3.65% of total revenue [4]. Group 3: ESG Initiatives - The company has implemented a comprehensive ESG governance structure, integrating ESG principles into its operational processes [10][11]. - Fulai New Materials has made significant investments in environmental protection, totaling approximately 14.5163 million yuan in EHS (Environment, Health, and Safety) initiatives [4][11]. - The company has achieved various certifications, including ISO 9001, ISO 14001, and GRS, demonstrating its commitment to quality and environmental management [4][26]. Group 4: Innovation and R&D - The company added 45 new patents during the reporting period, including 27 invention patents, and established a national-level postdoctoral research station [4][19]. - Fulai New Materials focuses on technological innovation, particularly in the development of low-carbon products and sustainable materials [3][21]. - The company has collaborated with several prestigious universities to enhance its R&D capabilities and attract high-level talent [17]. Group 5: Environmental Commitment - The company adheres to the "5R" principle (Replace, Refuse, Reduce, Reuse, Recycle) to enhance resource utilization and minimize environmental impact [22]. - Fulai New Materials has initiated photovoltaic power generation projects to reduce carbon emissions during production [3][24]. - The total amount of photovoltaic power generated during the reporting period was 1,459,201.60 kWh, resulting in a reduction of approximately 751.93 tons of CO2 equivalent emissions [4]. Group 6: Social Responsibility - The company has invested approximately 420,000 yuan in charitable activities during the reporting period [4]. - Fulai New Materials emphasizes employee welfare, with a 100% signing rate of labor contracts and full coverage of insurance and retirement benefits for employees [4][12]. - The company conducted 352 safety education training sessions, with a total participation of 13,546 person-times [4].

Overview - The core point of the announcement is that Zhejiang Fulai New Materials Co., Ltd. is changing its accounting policy in accordance with the Ministry of Finance's issuance of "Interpretation No. 18 of the Enterprise Accounting Standards," which will take effect from January 1, 2024 [1][2]. Group 1: Accounting Policy Change - The change in accounting policy is based on the new regulations regarding the reporting of warranty-related costs, specifically for estimated liabilities that do not belong to individual performance obligations [2]. - Prior to this change, the company followed the basic accounting standards and various specific accounting guidelines issued by the Ministry of Finance [2]. - After the change, the company will implement the new policy while continuing to adhere to the previously established accounting standards and guidelines for other areas [2]. Group 2: Impact and Justification - The company asserts that the accounting policy change is reasonable and aligns with relevant laws and regulations, and it will not have a significant impact on the company's financial status, operating results, or cash flow [1][3]. - The change does not involve retrospective adjustments to prior years' profits and losses, ensuring that there is no detriment to the company or its shareholders [2][3]. - The supervisory board agrees with the change, stating that it reflects the company's financial status and operating results objectively and fairly, and that the decision-making process complies with legal and regulatory requirements [3].

Core Viewpoint - Zhejiang Fulai New Materials Co., Ltd. plans to transfer the assets, liabilities, and personnel of its Yantai branch to its wholly-owned subsidiary, Yantai Fulai New Materials Technology Co., Ltd., and will increase the capital of the subsidiary. This adjustment is part of the company's efforts to optimize its organizational structure and improve operational efficiency, and it does not constitute a major asset restructuring or related party transaction [1][2][9]. Group 1: Transfer and Capital Increase Details - The transfer of assets and liabilities will be based on the actual delivery date, following the principle of "people follow the business" for personnel placement [1][2]. - The Yantai branch will be dissolved after the transfer is completed, and the company will increase the capital of Yantai Fulai based on the book net assets [3][4]. - The transfer and capital increase have been approved by the company's board and supervisory board, and do not require shareholder meeting approval [2][11]. Group 2: Project Implementation Changes - The implementation subject of the fundraising project "New Material Project of Yantai Branch" will be changed from the Yantai branch to Yantai Fulai, without altering the use of raised funds [1][8]. - The total investment for the new material project is 41 million yuan, with 20 million yuan planned to be funded from the raised funds [8]. - The change in the project implementation subject is aimed at ensuring better management and operational capabilities for the project [8][9]. Group 3: Employee and Tax Arrangements - All employees of the Yantai branch will be transferred to Yantai Fulai, with necessary procedures for labor contract signing and social insurance payments to be followed [4][10]. - The transfer will apply special tax treatment policies, subject to the recognition of tax authorities [4][10]. Group 4: Approval and Opinions - The board of directors and the supervisory board have both approved the transfer and capital increase, confirming that it aligns with the interests of all shareholders and does not harm the company or minority shareholders [11][12]. - The sponsor has also verified that the necessary approval procedures have been followed and that the changes do not constitute a substantial alteration in the direction of the raised funds [12][13].

Core Viewpoint - Zhejiang Fulai New Materials Co., Ltd. is seeking authorization from its shareholders to allow the board of directors to conduct small-scale rapid financing, with a total amount not exceeding RMB 300 million, which is capped at 20% of the company's net assets as of the end of the previous year [1][2][3] Group 1: Financing Authorization - The board of directors has proposed to the shareholders' meeting to authorize the board to issue shares to specific investors, with the total financing amount not exceeding RMB 300 million [2][3] - The authorization period is from the approval date at the 2024 annual shareholders' meeting until the 2025 annual shareholders' meeting [2][3] - The issuance will be conducted through a simplified procedure targeting no more than 35 specific investors, including legal entities and individuals [3][4] Group 2: Issuance Details - The issuance price will be set at no less than 80% of the average stock price over the 20 trading days prior to the pricing date [3][4] - Shares issued to specific investors will be subject to a lock-up period of 6 months, with certain conditions extending this to 18 months for specific types of investors [4] - The funds raised will primarily be used for the company's main business projects and to supplement working capital, adhering to regulatory requirements [4][5] Group 3: Board Authority - The board is authorized to handle all matters related to this small-scale rapid financing, including the preparation and submission of necessary documents and agreements [5][6] - The board can adjust the financing plan based on regulatory requirements and the company's actual situation [5][6] - The resolution is valid from the approval date at the 2024 annual shareholders' meeting until the 2025 annual shareholders' meeting [5][6]

Core Viewpoint - The company has announced the provision for credit impairment and asset impairment for the year 2024, totaling 18,587,884.91 RMB, to reflect its financial status and operating results accurately as of December 31, 2024 [1][3]. Summary by Sections Provision Overview - The company and its subsidiaries conducted impairment tests on relevant assets as of December 31, 2024, in accordance with the accounting standards and company policies, resulting in a credit impairment loss of 9,684,692.07 RMB and an asset impairment loss of 8,903,192.84 RMB [1][3]. Specifics of Provision - The total impairment provision includes a specific provision for inventory write-down amounting to 8,903,192.84 RMB, reflecting the lower of cost and net realizable value as per accounting standards [2][3]. Impact on Financials - The provision for credit and asset impairment will reduce the company's total profit for the consolidated financial statements for 2024 by 18,587,884.91 RMB, aligning with the accounting standards and reflecting the company's actual financial condition [3][4]. Decision-Making Process - The provision has been reviewed and approved by the company's audit committee, board of directors, and supervisory committee, confirming that the decision complies with relevant accounting standards and accurately reflects the company's financial situation [4].