会议由独立董事张宁生主持。会议召开符合有关法律、法规、规章和《公司 章程》的规定。经各位独立董事认真审议，会议形成了如下决议： 一、 审议通过《关于终止 2023 年度向特定对象发行 A 股股票及撤回申 请文件的议案》 经审议，我们认为：终止 2023 年度向特定对象发行 A 股股票及撤回申请文 件系综合考虑了当前资本市场行情及市场融资环境等多方因素，为维护资本市场 稳定，经审慎分析后作出的决策，不会损害公司及全体股东的利益。同意公司终 止 2023 年度向特定对象发行 A 股股票及撤回申请文件，并将上述议案提交公司 董事会审议。 西安凯立新材料股份有限公司 西安凯立新材料股份有限公司 第三届独立董事专门会议 2024 年第二次会议决议 西安凯立新材料股份有限公司（以下简称"公司"）第三届独立董事专门会议 2024 年第二次会议于 2024 年 5 月 10 日（星期五）在陕西省西安市经济技术开 发区高铁新城尚林路 4288 号以现场结合通讯的方式召开。会议通知已于 2024 年 5 月 7 日通过通讯的方式送达各位独立董事。本次会议应出席独立董事 3 人，实 际出席独立董事 3 人。 表决结果：3 票同意， ...

证券代码：688269 证券简称：凯立新材 公告编号：2024-023 西安凯立新材料股份有限公司 关于终止 2023 年度向特定对象发行 A 股股票 行 A 股股票方案的议案》《关于公司 2023 年度向特定对象发行 A 股股票预 案（二次修订稿）的议案》等相关议案,考虑到"先进催化材料与技术创新 中心及产业化建设项目"和"稀贵金属催化材料生产再利用产业化项目" 的前募资金已经使用完毕，资金缺口通过银行借款等方式进行解决，项目 也基本完成建设，公司决定不再将上述两个项目作为本次向特定对象发行 股票的募投项目。 8. 公司于 2024 年 1 月 26 日召开第三届董事会第十四次会议、第三届监事会 第十三次会议，并于 2024 年 2 月 20 日召开了 2024 年第一次临时股东大会， 审议通过了《关于提请股东大会延长公司向特定对象发行股票决议有效期 的议案》及《关于提请股东大会延长授权董事会全权办理本次向特定对象 发行股票事宜有效期的议案》。同意将本次发行的相关决议有效期及股东大 会授权董事会全权办理本次发行有关的全部具体事宜的有效期自前次有效 期届满之日起延长 12 个月，即延长至 2025 年 4 月 ...

Financial Performance - In Q1 2024, the company's net profit was 11.4969 million yuan, a decrease of 7.14% compared to the same period last year [2] - The decline in profit is attributed to a 15.92% decrease in sales volume of homogeneous precious metal catalysts and a 11.74% drop in gross profit margin [2] - Revenue from the basic chemical sector increased to 19.02%, contributing positively to income and profit [2] Revenue Structure - In 2023, the revenue structure was as follows: pharmaceutical sector 59.9%, new chemical materials 16.3%, basic chemicals 13.9%, and pesticides 7.41% [4] - In Q1 2024, the revenue structure shifted to: pharmaceutical sector 46.49%, new chemical materials 21.5%, basic chemicals 19.02%, and pesticides 9.03% [4] Technical Services - The decrease in technical service income is due to the revenue recognition based on project progress, with fewer contracts meeting the recognition criteria in Q1 2024 [3] - The company is actively working on high-performance dehydrogenation platinum-based catalysts, currently in the batch trial production phase [3] Inventory Management - The inventory structure includes raw materials, turnover materials, work-in-progress, and finished goods, with a significant portion being turnover materials [3] - The company is focusing on controlling the quantity of turnover materials and reducing exposure to precious metal price risks [4] Research and Development - Ongoing projects in the hydrogen energy sector include PEM electrolyzer catalysts, new organic liquid hydrogen storage systems, and proton exchange membrane fuel cell catalysts, with several models in market promotion [5]

Investment Rating - The report maintains an "Accumulate" rating for the company [2][4]. Core Views - The company's Q1 2024 performance showed a quarter-on-quarter decline, but there is optimism regarding the recovery of precious metal prices and the launch of new products in the basic chemical sector, which could drive growth [2]. - The EPS estimates for 2024 and 2025 have been revised down to 1.31 and 1.77 CNY respectively, with a new estimate for 2026 at 2.07 CNY. The target price is set at 31.36 CNY, down from the previous 33.83 CNY, based on a PE ratio of 24X for 2024 [2][4]. - The company achieved a revenue of 1.785 billion CNY in 2023, a year-on-year decrease of 5.15%, with a net profit of 113 million CNY, down 48.95% year-on-year. Q1 2024 revenue was 305 million CNY, a year-on-year decline of 38.35% and a quarter-on-quarter decline of 31.55% [2][3]. Financial Summary - Revenue projections for 2024, 2025, and 2026 are 2.1 billion CNY, 2.534 billion CNY, and 2.853 billion CNY respectively, reflecting growth rates of 18%, 21%, and 13% [3]. - The net profit for 2024 is estimated at 171 million CNY, with a growth rate of 51% compared to 2023 [3]. - The gross margin and net margin for Q1 2024 were 10.63% and 3.77%, showing improvements from the previous quarter [2]. Market and Product Insights - The basic chemical sector's revenue contribution has increased to 19.02%, indicating potential for growth as new products are introduced [2]. - The company plans to add 9,077 tons of new capacity from 2023 to 2026, covering various fields including PVC and hydrogen fuel cells, which is expected to significantly expand production capacity [2]. - Precious metal prices are anticipated to recover, with Q1 2024 NYMEX futures prices for palladium and platinum at 980.01 USD/oz and 914.16 USD/oz, respectively, showing a narrowing decline [2].

Dividend and Financial Performance - The company plans to distribute a cash dividend of 5.00 RMB per 10 shares, totaling approximately 65.35 million RMB (including tax) based on a total share capital of 130,704,000 shares as of December 31, 2023[5]. - The company's operating revenue for 2023 was 178,530.01 million, a decrease of 5.15% compared to 188,220.32 million in 2022[20]. - Net profit attributable to shareholders for 2023 was 11,287.62 million, down 48.95% from 22,110.69 million in 2022[21]. - The net profit after deducting non-recurring gains and losses was 10,803.60 million, a decrease of 49.45% compared to 21,370.91 million in 2022[21]. - Basic earnings per share for 2023 were 0.86 yuan, down 49.11% from 1.69 yuan in 2022[21]. - The weighted average return on equity decreased by 13.02 percentage points to 11.60% in 2023 from 24.62% in 2022[21]. - The gross profit margin for the main business was 12.58%, reflecting a decrease of 5.6 percentage points year-on-year[117]. - The average market prices of palladium and rhodium decreased by 31.17% and 55.53% respectively, significantly impacting revenue from catalyst sales[118]. Audit and Governance - The company has received a standard unqualified audit report from Xinyong Zhonghe Accounting Firm[5]. - The company has confirmed that all board members attended the board meeting, ensuring governance compliance[7]. - The company has not reported any instances where more than half of the directors could not guarantee the authenticity, accuracy, and completeness of the annual report[7]. - The company has not disclosed any special arrangements for corporate governance[7]. - The company has not faced any violations in decision-making procedures regarding external guarantees[7]. - The company has not reported any non-operating fund occupation by controlling shareholders or related parties[7]. Research and Development - The company is investing RMB 100 million in R&D for advanced catalyst technologies over the next two years[19]. - Research and development expenses accounted for 2.81% of operating revenue, a decrease of 0.22 percentage points from 3.03% in 2022[21]. - The company has achieved significant breakthroughs in the basic chemical and environmental fields, with multiple new products achieving industrial application[30]. - The company has been awarded 39 new patents in 2023, bringing the total to 158, including 140 invention patents, reflecting its technological leadership in the industry[34]. - The company has strengthened its R&D team, with 37.46% of its workforce holding advanced degrees, and has established collaborations with several universities to enhance innovation capabilities[35]. - The company has developed a recycling service for used precious metal catalysts, significantly reducing financial pressure on downstream customers and promoting the circular economy of precious metal resources[39]. Market Expansion and Strategy - The company is expanding its market presence in Southeast Asia, targeting a 25% market share by 2025[19]. - A strategic acquisition of a local competitor is anticipated to enhance operational efficiency and increase market penetration[191]. - The company aims to address key industry challenges and enhance innovation capabilities in catalyst materials and technology[50]. - The company is actively expanding its business model to include a full chain of products and services, from catalyst sales to recycling and wastewater treatment, positioning itself as a leader in the catalytic materials sector[37]. - The company is considering strategic acquisitions to bolster its technology portfolio, with a budget of 100 million allocated for potential deals[190]. Product Development and Innovation - New product development includes the launch of a non-mercury catalyst for PVC production, expected to enhance environmental sustainability[12]. - The company has launched multiple new products, including low-content carbon-supported precious metal catalysts and a new generation of mercury-free catalysts for the chlor-alkali industry, which have received market recognition[33]. - The company is focusing on the recovery of precious metals from complex organic/inorganic reaction systems, achieving a recovery rate higher than existing technologies, which presents a strong economic value and market potential[80]. - The company is in the process of industrial trials for a new catalyst that is expected to significantly improve production efficiency and environmental safety[78]. - The company is focusing on the development of catalysts for the acetylene method of PVC production, aiming to reduce precious metal usage by 20%[82]. Financial Management and Risks - The company is facing risks related to the volatility of precious metal prices, which can account for over 90% of production costs, impacting overall operational efficiency[103]. - The company is actively responding to national carbon peak and carbon neutrality strategies, enhancing its R&D in new products and technologies across fine chemicals, basic chemicals, environmental protection, and new energy sectors[61]. - The company has made significant progress in developing new products such as mercury-free PVC catalysts, fuel cell catalysts, and non-precious metal catalysts, contributing to a diverse product range and application fields[65]. - The company is committed to reducing costs and improving efficiency through enhanced governance and operational management strategies[179]. Shareholder and Management Structure - The company held four shareholder meetings during the reporting period, all of which passed the proposed resolutions without any rejections[184]. - The total number of shares held by the company increased from 13,741,000 to 13,900,078, representing a change of 159,078 shares[188]. - Zhang Zhixiang, the chairman, increased his shareholding by 49,432 shares, bringing his total to 5,506,632 shares[187]. - The total pre-tax compensation for the year was 526.13 million yuan, with individual contributions varying among executives[188]. - The company has made strategic appointments to enhance its management team, reflecting a focus on governance and oversight[199]. Future Outlook - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of 10% to 1.32 billion RMB[191]. - The company plans to launch new products in the next quarter, aiming to capture additional market share[189]. - Future outlook remains positive with ongoing investments in new technologies and market expansion strategies[189]. - The company aims to improve the performance and cost-effectiveness of its catalysts, ensuring a stable market base and long-term brand prosperity[175].

Financial Performance - The company's operating revenue for Q1 2024 was CNY 30,487.45 million, a decrease of 38.35% compared to the same period last year[3] - The net profit attributable to shareholders was CNY 1,149.69 million, down 72.14% year-on-year[3] - The net profit after deducting non-recurring gains and losses was CNY 823.77 million, a decline of 79.72% compared to the previous year[3] - The basic earnings per share were CNY 0.09, reflecting a decrease of 71.88% year-on-year[3] - Total operating revenue for Q1 2024 was ¥304,874,534.07, a decrease of 38.4% compared to ¥494,523,598.30 in Q1 2023[17] - Net profit for Q1 2024 was ¥11,496,246.93, a decline of 72.2% from ¥41,259,946.58 in Q1 2023[18] - Basic and diluted earnings per share for Q1 2024 were both ¥0.09, compared to ¥0.32 in Q1 2023[19] - The company reported a total comprehensive income of ¥10,819,184.22 for Q1 2024, significantly lower than ¥40,854,418.90 in Q1 2023[19] Research and Development - Research and development expenses totaled CNY 1,145.69 million, a decrease of 15.40%, while the R&D expenditure accounted for 3.76% of operating revenue, an increase of 1.02 percentage points[3] - Research and development expenses for Q1 2024 were ¥11,456,856.40, a decrease of 15.4% from ¥13,542,325.31 in Q1 2023[17] Assets and Liabilities - The total assets at the end of the reporting period were CNY 158,249.16 million, an increase of 3.26% from the end of the previous year[4] - The total assets as of March 31, 2024, amounted to CNY 1,582,491,607.42, an increase from CNY 1,532,485,236.08 as of December 31, 2023, reflecting a growth of approximately 3.3%[13] - The company's total liabilities increased to CNY 568,295,891.91 from CNY 538,058,061.81, which is an increase of about 5.6%[15] - The total current liabilities rose to CNY 421,951,637.99 from CNY 374,461,211.06, indicating an increase of around 12.7%[15] - The total equity as of March 31, 2024, was CNY 1,014,195,715.51, up from CNY 994,427,174.27, reflecting a growth of approximately 2.7%[15] Cash Flow - The company reported a net cash flow from operating activities of CNY -4,475.64 million, which is not applicable for year-on-year comparison[3] - Cash flow from operating activities in Q1 2024 was negative at -¥44,756,363.92, an improvement from -¥112,997,488.09 in Q1 2023[21] - The net cash flow from investing activities was -$93,848,959.71, compared to -$44,846,248.00 in the previous period[22] - The net cash flow from financing activities was $35,460,151.11, a significant improvement from -$1,505,037.49 in the prior year[22] - The net increase in cash and cash equivalents for the quarter was -$103,130,399.45, compared to -$159,353,501.73 in the same quarter last year[22] Market and Product Development - The company has not disclosed any new product or technology developments in this report[12] - There are no significant changes in the shareholder structure or any new strategies mentioned for market expansion or mergers and acquisitions[12] - The company did not report any new product launches or significant market expansion strategies during this quarter[20] Other Financial Metrics - The company received government subsidies amounting to CNY 363.26 million, which were included in non-recurring gains and losses[5] - The sales volume of homogeneous precious metal catalysts decreased by 15.92% year-on-year, contributing to the decline in net profit[6] - The revenue from the basic chemical sector increased to 19.02% of total revenue, indicating a gradual release of its positive impact on income and profit[6] - Other comprehensive income after tax for Q1 2024 was -¥677,062.71, compared to -¥405,527.68 in Q1 2023[19] - The company raised $9,000,000.00 from investments and $44,600,000.00 from borrowings during the quarter[22] - The total cash inflow from financing activities was $53,600,000.00, while cash outflow was $18,139,848.89[22] - The impact of exchange rate changes on cash and cash equivalents was $14,773.07, compared to -$4,728.15 in the previous period[22]

Investment Rating - The report assigns an "Accumulate" rating for the company, marking its first coverage in this regard [4]. Core Views - The company has a strong foundation in precious metal catalysts, benefiting from significant R&D and scale advantages, and is poised to gain from the trend of domestic production [4]. - The demand for precious metal catalysts is steadily increasing, with a notable shift towards domestic production as foreign manufacturers currently dominate the high-end market [4][5]. - The company’s product quality is on par with international standards, and it is actively expanding into new product areas, which is expected to drive future growth [4][5]. Summary by Sections 1. In-depth Research on Precious Metal Catalysts - The company has been deeply involved in the precious metal catalyst industry for over 20 years, leveraging its relationship with the Northwest Nonferrous Metal Research Institute for R&D [4][24]. - The company has developed a comprehensive range of products, including non-mercury PVC catalysts and high-end homogeneous catalysts, with significant production capacity planned [4][5]. 2. Market Demand and Domestic Breakthrough - The current domestic demand for precious metal catalysts is approximately 19,000 tons, with expectations for continued growth as new products are introduced [4][5]. - The company is well-positioned to benefit from the domestic market as it develops new catalysts and expands its production capabilities [4][5]. 3. Product Quality and New Product Launches - The company’s catalysts have achieved or are close to international advanced levels, targeting mid-to-high-end markets [4][5]. - New product lines, including non-mercury PVC catalysts and other innovative catalysts, are in various stages of development and commercialization [4][5]. 4. Financial Forecast and Valuation - The company is projected to achieve net profits of 115 million, 219 million, and 286 million yuan for the years 2023, 2024, and 2025, respectively, with corresponding PE ratios of 37, 19, and 15 times [4][5]. - Compared to industry peers, the company’s 2024 PE is significantly lower than the average, indicating potential for growth as new products are marketed [4][5].

Group 1: Company Overview and Development Strategy - The company focuses on the research, production, and sales of precious metal catalysts, forming a complete and advanced preparation and research technology system [2] - The company aims to transition from fine chemicals to large-scale chemicals, leveraging its expertise in catalyst technology [2] - The company adheres to a development model driven by "technology + products + services," continuously improving its automation and intelligence levels [4] Group 2: Market Position and Competitive Advantage - The company has established a strong foundation in non-precious metal catalyst research, benefiting from its experience in precious metal catalysts [3] - The company is positioned to fill market gaps with internationally advanced and domestically leading products, focusing on high-efficiency and environmentally friendly catalytic technologies [3] - In 2022, the company's overseas market revenue reached CNY 20.08 million, with plans to expand its overseas business team [6] Group 3: Product Development and Innovation - The company is committed to developing new catalysts and technologies, including the recycling of used catalysts and chemical products [5] - The company has a project for the recycling of 2,000 tons of waste catalysts, which is expected to reach operational status by December 2023 [6] - The company emphasizes the importance of innovation in the catalyst industry, aiming to enhance product performance and reduce costs [4] Group 4: Management and Organizational Changes - The company underwent management changes in March 2023 to strengthen its management team in response to rapid business expansion [7] - The new management structure is younger and more rational, enhancing the company's operational efficiency [7] Group 5: Research and Development Collaboration - The company collaborates with domestic universities and research institutions to strengthen its technological innovation strategy [4] - The company aims to build an international first-class innovation center and industrial base for catalyst materials and technology [5]

Investment Rating - The report maintains an "Accumulate" rating for the company, with a target price of 33.83 CNY, down from a previous forecast of 50.73 CNY [3][5]. Core Views - The company has shown a quarter-on-quarter revenue growth in Q4 2023, with a total revenue of 1.806 billion CNY, reflecting a year-on-year decrease of 4.04% [3][5]. - The report highlights that the prices of precious metals have stabilized and are expected to recover, which bodes well for the company's future performance [3][5]. - The company is positioned as a leader in the precious metal catalyst market, with multiple growth drivers anticipated in the coming years [3][5]. Summary by Sections Financial Performance - In Q4 2023, the company achieved a revenue of 4.66 billion CNY, down 19.99% year-on-year, but up 25.9% quarter-on-quarter [3][5]. - The net profit attributable to shareholders for Q4 2023 was 0.17 billion CNY, a year-on-year decline of 63.2% but a significant quarter-on-quarter increase of 157.88% [3][5]. - The overall gross margin has declined due to the falling prices of palladium and rhodium, with the sales business accounting for 91.78% of total revenue [3][5]. Earnings Forecast - The report adjusts the EPS forecast for 2023-2025 to 0.88, 1.54, and 1.97 CNY respectively, down from previous estimates of 1.21, 1.59, and 2.08 CNY [3][5]. - The 2024 PE ratio is projected at 22X, reflecting a cautious outlook on profitability due to ongoing pressures in the precious metals market [3][5]. Market Position and Growth Potential - The company is expected to see a gradual release of production capacity from its advanced catalyst materials projects, which will support revenue growth [3][5]. - The report emphasizes the potential for significant capacity expansion following the completion of its capital increase projects, which could help overcome performance ceilings [3][5]. - The company is involved in various sectors, including PVC, coal-to-ethylene glycol, and hydrogen fuel cells, indicating a diversified growth strategy [3][5].

证券代码：688269 证券简称：凯立新材 公告编号：2024-012 西安凯立新材料股份有限公司 2024 年第一次临时股东大会决议公告 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2024 年 2 月 20 日 （二） 股东大会召开的地点：西安经济技术开发区高铁新城尚林路 4288 号凯立 新材综合办公楼 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 45 | | --- | --- | | 普通股股东人数 | 45 | | 2、出席会议的股东所持有的表决权数量 | 56,888,400 | | 普通股股东所持有表决权数量 | 56,888,400 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的 | 43.5246 | | 比例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例 | 43.5246 ...