兴福电子最新一期业绩显示，截至2025一季报，公司营业总收入3.27亿元、同比增长38.60%，归属净利 润5325.14万元，同比增长21.66%，扣非净利润4764.56万元，同比增长13.07%，流动比率1.724、速动比 率1.535、资产负债率28.51%。 天眼查商业履历信息显示，湖北兴福电子材料股份有限公司，成立于2008年，位于宜昌市，是一家以从 事化学原料和化学制品制造业为主的企业。企业注册资本36000万人民币，实缴资本26000万人民币。公 司法定代表人为李少平。 通过天眼查大数据分析，湖北兴福电子材料股份有限公司共对外投资了7家企业，参与招投标项目162 次，知识产权方面有商标信息4条，专利信息391条，此外企业还拥有行政许可277个。 来源：金融界 金融界消息 截至2025年7月29日收盘，兴福电子（688545）报收于28.81元，下跌0.38%，换手率 5.76%，成交量4.20万手，成交金额1.21亿元。 资金流向方面，今日主力资金净流出2111.81万元，占比成交额17.44%。其中，超大单净流入4.39万 元、占成交额0.04%，大单净流出2116.20万元、占成交额17. ...

Core Viewpoint - The company has announced the termination of using raised funds for certain projects and the adjustment of investment amounts for some fundraising projects to enhance the efficiency of fund usage and accelerate strategic business layout [2] Summary by Relevant Sections Fund Usage Adjustment - The company plans to change the use of raised funds, specifically terminating the "Electronic Chemical Research Center Construction Project" and reallocating the funds to the "40,000 tons/year Ultra-Pure Electronic Chemicals Project (Shanghai)" [2] - The total investment for the "40,000 tons/year Ultra-Pure Electronic Chemicals Project (Shanghai)" has been adjusted from 570.99 million to 793.38 million [2] Project Investment Details - The revised investment allocation for the projects is as follows: - 30,000 tons/year Electronic Grade Phosphoric Acid Project (New Construction): Total Investment 419.47 million, Raised Funds 106.36 million - 40,000 tons/year Ultra-Pure Electronic Chemicals Project (Shanghai): Total Investment 793.38 million, Raised Funds 738.31 million - 20,000 tons/year Electronic Grade Ammonia and 10,000 tons/year Electronic Grade Ammonia Gas Project: Total Investment 255.73 million, Raised Funds 226.38 million - Total Investment across all projects: 1,468.58 million, Total Raised Funds: 1,071.04 million [2] Strategic Implications - The adjustments are aimed at maximizing the effectiveness of raised fund usage, improving the quality of project implementation, and aligning with the company's long-term development strategy [2]

Group 1 - The company, Hubei Xingfu Electronic Materials Co., Ltd., is convening its second extraordinary general meeting of shareholders in 2025 on August 11, 2025, at 10:00 AM [2][4]. - The meeting will be held at the conference room 3209, located at 188-9 Yangjiang Avenue, Wujia District, Yichang City, Hubei Province [2][6]. - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's online voting system [2][3]. Group 2 - The agenda includes non-cumulative voting proposals and cumulative voting proposals for the election of directors and independent directors [2][10]. - Shareholders must register to attend the meeting, with registration deadlines set for August 10, 2025, at 3:00 PM [5][6]. - The company has outlined specific procedures for proxy voting, including the requirement for notarized authorization documents for representatives [5][9]. Group 3 - The company has confirmed that there are no related shareholders that need to abstain from voting on the proposals [3]. - The meeting is expected to last half a day, and shareholders are responsible for their own travel and accommodation expenses [6][8]. - Contact information for inquiries regarding the meeting is provided, including an email and phone number [7].

Core Viewpoint - The board of directors of Hubei Xingfu Electronic Materials Co., Ltd. has reviewed and approved the qualifications of independent director candidates for the second board, confirming their compliance with relevant laws and regulations [1][2]. Summary by Sections Independent Director Candidates - The board's nomination committee has proposed Song Zhitang, Liu Jie, and Cong Qifu as candidates for independent directors of the second board [2]. - The candidates have been found to meet the qualifications and independence requirements as stipulated by the Company Law, the Management Measures for Independent Directors of Listed Companies, and other relevant regulations [1]. Compliance and Qualifications - Liu Jie and Cong Qifu do not fall under any disqualifying conditions as per the Company Law and related regulations, and they have not faced any penalties from the CSRC or stock exchanges [1]. - The candidates' educational background, work experience, and business capabilities align with the requirements for independent directors as outlined in the company's articles of association [1].

Board Restructuring Announcement - The company is conducting a board restructuring election as the first board's term is about to expire, in accordance with relevant laws and regulations [1][2] - The first board's 22nd meeting was held on July 18, 2025, where proposals for the nomination of candidates for the second board were approved [1] Board Candidates - The board has nominated three non-independent director candidates: Mr. Li Shaoping, Ms. Zhang Yunker, and Mr. Ye Rui [2] - The independent director candidates include Mr. Song Zhitang, Ms. Liu Jie, and Mr. Cong Qifu, with Ms. Liu being a professional accountant [2] - A staff representative director will also be elected separately by the employee representative assembly [2] Election Process - The independent director candidates' qualifications must be approved by the Shanghai Stock Exchange before being submitted for shareholder meeting review [2] - The second extraordinary general meeting of shareholders will be convened to review the board restructuring, with cumulative voting used for the election of both independent and non-independent directors [2] Current Board Members - Two current board members, Mr. Shu Kai and Mr. He Wenxi, have resigned due to personal work reasons [3] - The first board and supervisory board will continue to perform their duties until the new board is approved at the upcoming shareholder meeting [3] Contributions of Current Board - The company expresses gratitude for the contributions made by the current board and supervisory board members during their tenure [3]

Core Viewpoint - Hubei Xingfu Electronic Materials Co., Ltd. has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance in compliance with the new Company Law and relevant regulations [1][2][3] Summary by Sections Cancellation of Supervisory Board - The company will no longer establish a supervisory board, transferring its responsibilities to the audit committee of the board of directors, in accordance with the new Company Law and related regulations [1][2] - The rules governing the supervisory board will be abolished, and any references to the supervisory board in the company's regulations will be removed [1] Amendments to Articles of Association - The company plans to revise its articles of association to align with the new governance requirements for companies listed on the Sci-Tech Innovation Board [2][3] - Key changes include the removal of terms related to the supervisory board and the standardization of terminology, such as changing "shareholders' meeting" to "shareholders' assembly" [2][3] - The amendments will also address the numbering of articles and minor wording adjustments without altering the substantive content [2] Specific Changes in Governance Structure - The chairman of the board will serve as the legal representative of the company, with provisions for appointing a new legal representative within 30 days if the chairman resigns [3] - The articles will clarify that the company is liable for civil activities conducted by its legal representative [3] - The company will ensure that all assets are divided into equal shares, with shareholders only liable for the company's debts to the extent of their subscribed shares [3] Financial and Operational Governance - The company will implement stricter rules regarding financial assistance and guarantees, limiting the total amount of financial assistance to no more than 10% of the total issued capital [4][5] - The company will adopt various methods to increase capital, including public and private offerings, subject to shareholder approval [5][6] Shareholder Rights and Responsibilities - Shareholders will have defined rights, including the ability to request meetings, supervise company operations, and transfer their shares in accordance with the law [10][11] - The articles will specify the obligations of shareholders, including compliance with laws and regulations, and the prohibition of actions that harm the company or other shareholders [18][19] Decision-Making and Voting Procedures - The company will establish clear procedures for convening shareholder meetings and making decisions, ensuring that significant transactions are subject to shareholder approval [20][21] - The articles will outline the conditions under which extraordinary shareholder meetings can be called, ensuring timely communication and transparency [22][23]

Core Points - The article outlines the compensation management system for the board of directors and senior management of Hubei Xingfu Electronic Materials Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance operational efficiency [1][2][3] Group 1: General Principles - The compensation system applies to directors (including independent directors) and senior management, such as the general manager, chief engineer, deputy general managers, board secretary, and financial officer [1] - The principles of the compensation system include fairness, alignment of responsibilities and rights, long-term development, and a balance between incentives and constraints [1] Group 2: Compensation Management Structure - The board of directors' compensation and assessment committee is responsible for setting assessment standards and reviewing compensation policies for directors and senior management [2][3] - The board office and finance department assist in the implementation of the compensation plans [3] Group 3: Compensation Standards - Directors receive a fixed allowance based on their performance, which must be approved by the shareholders' meeting, while those not in management roles do not receive additional compensation [6] - The compensation plan for directors and senior management is developed based on industry standards, job responsibilities, and performance [7] Group 4: Compensation Distribution - Compensation and allowances for directors and senior management are distributed according to relevant company policies [9] - Compensation is pre-tax, with deductions for personal income tax and social insurance [10] Group 5: Compensation Adjustment - The compensation system should adapt to the company's operational strategy and changing business conditions [13] - Adjustments are based on internal factors like operational performance and external factors such as national policies and market changes [14][15]

天风证券股份有限公司 关于湖北兴福电子材料股份有限公司 终止使用募集资金实施部分项目暨调整部分募投项目投资总额 截至 2025 年 5 月 31 日，公司原募集资金投资项目及募集资金使用情况如下： 1 单位：万元 序 号 项目名称 项目总投 资金额 拟投入募集 资金金额 截至2025年5 月末累计投入 募集资 金使用 | | | | | 募集资金金额 | 比例 | | --- | --- | --- | --- | --- | --- | | 1 | 3万吨/年电子级磷酸项目（新建） | 41,947.41 | 10,635.71 | 6,822.17 | 64.14% | | 2 | 4万吨/年超高纯电子化学品项目（上海） | 57,099.05 | 55,030.97 | 15,711.75 | 28.55% | | 3 | 2万吨/年电子级氨水联产1万吨/年电子 级氨气项目 | 25,572.81 | 22,637.90 | 13,458.14 | 59.45% | | 4 | 电子化学品研发中心建设项目 | 30,971.23 | 18,799.86 | 0.00 | 0.00% | | | 合计 | ...

第三条 董事会下设董事会办公室，作为董事会日常办事机 构，由董事会秘书协助董事长进行管理。主要负责处理董事会日 常事务，保管董事会和董事会办公室印章。 第四条 董事会设立战略与可持续发展委员会、提名委员会、 薪酬与考核委员会、审计委员会，并制定专门委员会工作制度。 委员会成员由不少于 3 名董事组成，其中提名委员会、薪酬与考 核委员会、审计委员会中独立董事应当占多数并担任召集人。审 计委员会的召集人应当为会计专业人士。 - 1 - 第五条 本议事规则对全体董事会成员以及其他列席董事会 会议的人员均有约束力。 第六条 公司董事会由 7 名董事组成，其中包括 3 名独立董 事和 1 名职工代表董事；职工代表董事由职工代表大会、职工大 会或者其他形式民主选举产生或更换，非职工代表董事由股东会 选举产生或更换。 湖北兴福电子材料股份有限公司 董事会议事规则 第一章 总则 第一条 为了提高湖北兴福电子材料股份有限公司（以下简 称"公司"）的规范运作和科学决策水平，明确公司董事会的议 事方式和决策程序，促使公司董事会和董事有效地履行职责，根 据《中华人民共和国公司法》《中华人民共和国证券法》《上市 公司治理准则》《上海证 ...

湖北兴福电子材料股份有限公司 投资管理制度 第一章 总则 第一条 为规范湖北兴福电子材料股份有限公司（以下简称 "公司"）投资行为，根据《中华人民共和国公司法》（以下简 称《公司法》）《中华人民共和国证券法》（以下简称《证券法》） 《上海证券交易所科创板股票上市规则》及其他有关法律、行政 法规、规范性文件和《湖北兴福电子材料股份有限公司章程》（以 下简称《公司章程》）等的规定，制定本制度。 第二条 本制度所称的投资是指新建、扩建、技改的工程项 目投资以及股权投资等。技术创新类项目的投资管理按照《研发 管理制度》执行。 第三条 投资管理包括对项目的调研、前期论证、可行性研 究、评审、报批、实施、验收、后评价，以及对股权投资的调研、 尽职调查、报批、实施等全过程管理。 第四条 公司对外投资原则上由公司集中进行，控股子公司 确有必要进行对外投资的，应事先经公司批准后方可进行。公司 对控股子公司及参股公司的投资活动参照本制度实施指导、监督 及管理。 第二章 职责分工 - 1 - 第五条 董事会办公室是股权投资的责任部门，其主要职责 是： （一）负责组织对外股权投资等前期调研、尽职调查和风险 评估，提出投资建议，经公司 ...