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]

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 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]

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].

Core Viewpoint - The document outlines the subsidiary management system of Hangzhou Huaguang Welding New Materials Co., Ltd., emphasizing the importance of effective control and integration mechanisms to enhance operational efficiency and risk resistance of the company [1][2]. Group 1: General Principles - The company aims to strengthen the management of its subsidiaries to maintain its overall image and protect investor interests, in accordance with relevant laws and regulations [1]. - Subsidiaries are defined as companies where the parent company holds more than 50% of the shares or has actual control despite holding less than 50% [1]. - Subsidiaries must establish a sound governance structure and management systems in compliance with the Company Law and other relevant regulations [2]. Group 2: Financial Management - The primary task of financial management for subsidiaries is to implement national fiscal and tax policies, ensuring the legality, authenticity, and completeness of financial data [3]. - Subsidiaries are required to develop financial and accounting systems based on their operational characteristics and management requirements, adhering to national accounting standards [4]. Group 3: Operational and Investment Decision Management - All operational activities of subsidiaries must comply with national laws and regulations, aligning with the overall development plan and operational goals of the parent company [5]. - External investments by subsidiaries must follow the company's external investment management system and be approved by internal decision-making bodies [5]. Group 4: Internal Audit Supervision - The company will conduct regular or irregular audits of its subsidiaries, focusing on economic efficiency, major contracts, and the economic responsibilities of unit leaders [6][7]. - Subsidiaries must prepare for audits and cooperate during the auditing process, executing audit opinions approved by the board of directors [7]. Group 5: Information Disclosure - Subsidiaries are required to follow the company's information disclosure management system, providing necessary information and reporting significant matters promptly [8][9]. - Financial reports and operational summaries must be submitted to the board of directors within specified timeframes after the end of each reporting period [9]. Group 6: Relationship Between Parent and Subsidiaries - The operational plans and management of subsidiaries must align with the parent company's overall goals and long-term development plans to ensure balanced and efficient growth [10]. - Subsidiaries' activities, including internal management and financial practices, are subject to guidance and supervision from the parent company [10].

杭州华光焊接新材料股份有限公司 内幕信息知情人登记制度 二〇二五年八月 杭州华光焊接新材料股份有限公司 内幕信息知情人登记制度 第六条 内幕信息知情人应当积极配合公司做好内幕信息知情人报送工作， 真实、准确、完整地填写相关信息，并及时向公司报送内幕信息知情人档案。 第四条 公司应当按照中国证监会关于内幕信息登记管理的相关要求，及 时向上海证券交易所报送内幕信息知情人档案和重大事项进程备忘录。 第五条 公司董事会应当保证内幕信息知情人档案的真实、准确和完整， 并及时按照监管要求进行报送。董事长为主要责任人，董事会秘书负责办理公 司内幕信息知情人的报送事宜。董事长与董事会秘书应当在前款规定的书面承 诺上签署确认意见。 第一章 总 则 第一条 为进一步规范杭州华光焊接新材料股份有限公司（以下简称"公 司"）的内幕信息管理，加强内幕信息保密工作，以维护信息披露的"公开、公 正、公平"原则，保护广大投资者的利益，根据《中华人民共和国公司法》《中 华人民共和国证券法》《上市公司信息披露管理办法》》《上市公司监管指引 第5号——上市公司内幕信息知情人登记管理制度》《上海证券交易所科创板股 票上市规则》等有关法律、法规和《杭 ...