证券代码：688379 证券简称：华光新材 公告编号：2025-062 杭州华光焊接新材料股份有限公司 第五届董事会第二十三次会议决议公告 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、准确性和完整性依法承担法律责任。 杭州华光焊接新材料股份有限公司第五届董事会第二十三次会议于 2025 年 在公司董事会会议室以现场结合通讯方式召开。本次会议应参加董事 6 名，实参 加董事 6 名。本次会议的通知和召开程序符合《中华人民共和国公司法》（以下 简称"《公司法》"）、《杭州华光焊接新材料股份有限公司章程》的相关规定， 本次会议及其决议合法有效。会议由金李梅主持。与会董事通过认真讨论，形成 如下决议： 一、审议通过《关于 <公司 ensp="ensp" 年半年度报告及摘要="年半年度报告及摘要"> 的议案》 经审议，公司董事会认为：公司严格按照各项财务规章制度规范运作，公司 虚假记载、误导性陈述或重大遗漏。 表决结果：同意 6 票，反对 0 票，弃权 0 票。 具体内容详见公司同日披露于上海证券交易所网站（www.sse.com.cn）的 《2025 年半年度 ...

杭州华光焊接新材料股份有限公司 第五届监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、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 证券代码：688379 证券简称：华光新材 公告编号：2025-063 为贯彻落实《中华人民共和国公司法》《关于新 <公司法> 配套制度规则实施相 关过渡期安排》《上市公司章程指引》等相关法律法规、规范性文件的规定，进一 步完善公司法人治理结构、提升公司规范运作水平，结合实际需要，公司拟撤销监 第 1 页 共 2 页 事会及监事、废止《监事会议事规则》、调整董事会人数、修订《公司章程》。经 审议，监事会同意该议案内容。 表决结果：同意3票，反对0票，弃权0票 杭州华光焊接新材料股份有限公司（以下简称"公司"）第五届监事会第二十 一次会议（以下简称"本次会议"）2025 年 8 月 26 日以电子邮件的方式发出会议通 知，于 2025 年 8 月 29 日以现场和视频相结合的方式在公司会议室召开。本次会议 由公司监事会主席王萍女士召集，会议应参加表决监事 3 人，实参加表决监事 3 人， ...

证券代码：688379 证券简称：华光新材 公告编号：2025-061 杭州华光焊接新材料股份有限公司 关于召开2025年第四次临时股东会的通知 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： （三） 投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结合 的方式 召开地点：杭州市余杭区余杭经济开发区奉运路 8 号杭州华光焊接新材料股 份有限公司会议室 （五） 网络投票的系统、起止日期和投票时间。 （七） 涉及公开征集股东投票权 无 二、 会议审议事项 本次股东会审议议案及投票股东类型 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 9 月 16 日 至2025 年 9 月 16 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过互 联网投票平台的投票时间为股东会召开当日的 9:15-15:00。 （六） 融资融券、转融通、约定购回业务账户和沪股 ...

Core Viewpoint - The report highlights the financial performance of Hangzhou Huaguang Welding New Materials Co., Ltd. for the first half of 2025, showcasing significant growth in revenue and profit compared to the previous year [1][2]. Financial Performance - Total assets increased to CNY 2,601,157,682.10, reflecting a growth of 9.61% from the previous year [2]. - Operating revenue reached CNY 1,206,223,590.12, marking a 39.03% increase year-on-year [2]. - Total profit amounted to CNY 140,053,647.82, which is a substantial increase of 183.11% compared to the same period last year [2]. - The net profit attributable to shareholders was CNY 44,017,304.54, showing a slight increase of 1.08% from the previous year [2]. Dividend Distribution - The company plans to distribute a cash dividend of CNY 1.50 per 10 shares (including tax), totaling CNY 13,169,533.50, which represents 10.69% of the net profit attributable to shareholders for the first half of 2025 [1].

Core Points - The company plans to distribute a cash dividend of 1.50 RMB per 10 shares, with no capital reserve conversion or bonus shares issued [1] - The total profit distribution amount is 578,049,938.84 RMB, with a cash dividend distribution of 13,169,533.50 RMB, accounting for 10.69% of the net profit attributable to shareholders for the first half of 2025 [1] Profit Distribution Plan - The profit distribution will be based on the total share capital of 90,085,520 shares, minus 2,288,630 shares held in the company's repurchase account, resulting in a base of 87,796,890 shares [1] - The company will maintain the total distribution amount even if the number of shares to be distributed changes before the record date, adjusting the per-share distribution accordingly [2] Decision-Making Process - The company's board of directors unanimously approved the profit distribution plan during the 23rd meeting of the 5th board on August 29, 2025, and it will be submitted for approval at the 4th extraordinary shareholders' meeting of 2025 [2] - The supervisory board also approved the profit distribution plan, stating it considers the company's industry characteristics, development stage, operational model, and profitability, ensuring it aligns with relevant regulations and benefits all shareholders [2]

Core Points - The document outlines the operational guidelines for the General Manager of Hangzhou Huaguang Welding New Materials Co., Ltd, emphasizing the governance structure and responsibilities [1][2][5] Summary by Sections General Principles - The guidelines are established to enhance corporate governance in accordance with the Company Law of the People's Republic of China and the company's articles of association [1] - The General Manager is responsible for the daily management of the company and must act within the authority granted by the Board of Directors [1][2] Appointment and Dismissal of the General Manager - The company appoints one General Manager, with several Deputy General Managers and a financial officer to assist [2] - The General Manager is nominated by the Chairman and appointed by the Board, with a term of three years that can be renewed [2][3] - Specific qualifications are required for the General Manager, including management experience and integrity [2][3] Powers of the General Manager - The General Manager has the authority to manage daily operations, implement board resolutions, and propose organizational changes [5][6] - The General Manager must report significant operational or financial events to the Board [7][11] Meeting Procedures - The company holds regular General Manager meetings to discuss major operational issues, with records maintained for accountability [9][10] Reporting Obligations - The General Manager is required to report quarterly to the Board and must inform them of any significant changes affecting company interests [28][30] Performance Evaluation and Accountability - The Board determines the performance evaluation and compensation for the General Manager, with provisions for disciplinary actions in case of misconduct [33][34]

General Principles - The company establishes an information disclosure management system to ensure the accurate, complete, and timely disclosure of information, protecting the rights of shareholders and other stakeholders [1][2] - Information disclosure is defined as the public announcement of information that may significantly impact the company's stock price, in accordance with legal and regulatory requirements [2][3] - The information disclosure obligations apply to the company, its subsidiaries, and associated companies [2][4] Disclosure Principles and Regulations - Information must be disclosed truthfully, accurately, and completely, avoiding misleading statements or significant omissions [5][6] - All investors must receive disclosed information simultaneously, with exceptions only as provided by law [3][5] - The company must disclose risks that could significantly impact its core competitiveness and future development [7][8] Reporting Requirements - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [8][9] - Annual reports must include comprehensive financial data, major events, and management discussions [23][24] - The company must issue performance forecasts if significant changes in expected earnings occur [35][36] Temporary Reporting - The company must immediately disclose any major events that could significantly affect its stock price, including changes in management, major investments, or legal issues [40][41] - Disclosure of major events must occur at the earliest of specific milestones, such as board resolutions or contract signings [42][43] Management of Disclosure Affairs - The board of directors is responsible for overseeing the company's information disclosure, with the chairman as the primary responsible person [51][52] - The company must establish effective communication channels with investors and ensure timely reporting of significant events [57][58] - The company must maintain the confidentiality of undisclosed information and ensure compliance with disclosure regulations [79][80]

Core Viewpoint - The company has established a comprehensive management system for futures and derivatives trading to mitigate risks associated with raw material price fluctuations and exchange rate volatility, ensuring compliance with relevant laws and regulations [1][13]. Group 1: General Principles - The trading activities must adhere to principles of legality, prudence, safety, and effectiveness, focusing on risk management rather than speculation [4][5]. - The company is prohibited from using raised funds for futures and derivatives trading [4]. Group 2: Responsibilities and Authority - A feasibility analysis report must be prepared for futures and derivatives trading and submitted to the board's audit committee for review before board approval [2]. - Certain trading scenarios require shareholder approval if they exceed specified thresholds related to net profit and net assets [2][3]. Group 3: Operational Principles - The company can only engage in hedging activities related to its production and operational needs, using specific commodities and financial instruments [5][6]. - Transactions must be conducted through legally recognized domestic futures exchanges or qualified financial institutions [6]. Group 4: Specific Operational Procedures - The designated department is responsible for developing trading plans and conducting feasibility analyses, which must be approved by the board [7][8]. - The department must continuously monitor market prices and assess risk exposure, reporting to management and the board [8]. Group 5: Information Disclosure and Record Management - The company must disclose trading purposes, types, tools, and expected financial commitments in accordance with regulatory requirements [10][11]. - All trading-related documents must be retained for a minimum of five years [12]. Group 6: Compliance and Enforcement - Violations of laws or regulations in trading activities will result in serious consequences for responsible personnel, including potential legal action [13].

Core Viewpoint - The company has established a responsibility accountability system for significant errors in annual report information disclosure to enhance the quality and transparency of its disclosures [1][2]. Group 1: General Principles - The system aims to improve the company's operational standards and ensure the authenticity, accuracy, completeness, and timeliness of information disclosure [1]. - The accountability system applies to various stakeholders, including directors, senior management, department heads, controlling shareholders, and other relevant personnel [1][2]. Group 2: Responsibility Identification and Accountability - Specific circumstances that warrant accountability include violations of laws and regulations leading to significant errors in information disclosure [2][3]. - The system outlines conditions for heavier penalties, such as severe consequences due to subjective factors or interference with investigations [3][7]. - There are provisions for lighter penalties if individuals take proactive measures to mitigate negative outcomes or if errors are due to uncontrollable factors [3][4]. Group 3: Forms and Types of Accountability - The forms of accountability include corrective actions, public criticism, job reassignment, financial compensation, and potential criminal referrals for severe cases [4][7]. - The board of directors has the authority to determine the appropriate measures and financial penalties based on the circumstances of each case [4][7]. Group 4: Additional Provisions - The system also applies to quarterly and semi-annual report disclosures, ensuring consistency in accountability practices [6]. - Any conflicts between this system and existing laws or regulations will defer to the latter [6]. - The board of directors is responsible for interpreting and amending the system as necessary [6].

Core Viewpoint - The document outlines the internal reporting system for significant information at Hangzhou Huaguang Welding New Materials Co., Ltd, ensuring timely, accurate, and complete disclosure of information that may impact the company's stock price [1][2]. Group 1: General Principles - The internal reporting system is established to manage significant information effectively, ensuring rapid transmission and collection of information that could affect stock trading prices [1]. - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. Group 2: Definition and Scope of Significant Information - Significant information refers to undisclosed information known internally that could materially affect the company's operations, finances, or stock trading prices [1][2]. - The reporting obligations apply to various scenarios, including board meeting submissions, major transactions, and related party transactions that meet specific thresholds [2][4]. Group 3: Reporting Obligations - Reporting obligations fall on specific personnel, including board members, senior management, and department heads, as well as major shareholders [3][4]. - The company mandates immediate reporting of significant information upon awareness of relevant events or transactions [6][7]. Group 4: Reporting Procedures - Departments must report significant information to the board secretary within 24 hours of becoming aware of it, using various communication methods [6][7]. - The board secretary is responsible for analyzing reported information and determining the need for public disclosure [7][8]. Group 5: Management and Responsibilities - The company implements a real-time reporting system, ensuring that all relevant personnel report significant information accurately and promptly [12]. - Failure to report significant information in a timely manner may result in disciplinary actions against responsible individuals [9][10].