| 证券代码：688680 | 证券简称：海优新材 | 公告编号：2026-008 | | --- | --- | --- | | 转债代码：118008 | 转债简称：海优转债 | | 上海海优威新材料股份有限公司 关于提前赎回"海优转债"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： 自 2026 年 1 月 22 日至 2026 年 2 月 27 日期间，上海海优威新材料股份 有限公司（以下简称"公司"）股票满足在连续三十个交易日中有十五个交易日 的收盘价不低于"海优转债"当期转股价格的 130%（即 60.84 元/股），已触发 《上海海优威新材料股份有限公司向不特定对象发行可转换公司债券募集说明 书》（以下简称"《募集说明书》"）中规定的有条件赎回条款。 公司于 2026 年 2 月 27 日召开第四届董事会第三十三次会议，审议通过 《关于提前赎回"海优转债"的议案》，决定行使提前赎回权，按照债券面值加 当期应计利息的价格对赎回登记日登记在册的"海优转债"全部赎回。 投资者所持"海优转债"除在 ...

中信建投证券股份有限公司 关于上海海优威新材料股份有限公司 提前赎回"海优转债"的核查意见 中信建投证券股份有限公司作为上海海优威新材料股份有限公司（以下简称 "海优新材"、"公司"）的保荐机构、持续督导机构，根据《证券发行上市保 荐业务管理办法》《可转换公司债券管理办法》《上海证券交易所上市公司自律 监管指引第12号——可转换公司债券》《上海证券交易所科创板上市公司自律监 管指引第1号——规范运作》等有关法律法规和规范性文件的要求，对公司提前 赎回"海优转债"的事项进行了核查，具体情况如下： 一、可转债发行上市概况 （一）可转债发行情况 因公司实施2024年半年度权益分派方案，自2024年11月5日起，转股价格调整 为109.70元/股，具体内容详见公司于2024年10月29日在上海证券交易所网站（ www.sse.com.cn）披露的《上海海优威新材料股份有限公司关于实施2024年半年度 权益分派调整"海优转债"转股价格的公告》（公告编号：2024-093）。 经中国证券监督管理委员会证监许可〔2022〕1014号文同意注册，公司于2022 年6月23日向不特定对象发行可转换公司债券。本次发行转债总额为人 ...

Financial Performance - Total revenue for 2025 was RMB 1,161,293,570.09, a decrease of 55.19% compared to RMB 2,591,394,411.64 in the previous year[5] - The net loss attributable to shareholders was RMB 480,839,271.14, an improvement of 13.90% from a loss of RMB 558,435,934.01 in the previous year[5] - Total assets at the end of the reporting period were RMB 2,571,991,745.51, down 20.24% from RMB 3,224,646,284.11 year-on-year[5] - The equity attributable to shareholders decreased by 29.65% to RMB 1,130,617,980.96 from RMB 1,607,035,005.55[5] Business Strategy - The company is focusing on enhancing sustainable development capabilities and accelerating overseas business expansion in the photovoltaic film sector[9] - The company is exploring a dual-main business development model, with new PDCLC smart dimming film products gaining recognition from downstream customers and several main engine manufacturers[9] Market Challenges - The decline in revenue was primarily due to intense price competition in the photovoltaic industry and reduced sales volume, leading to low gross margins[10] - The company has incurred asset impairment losses due to low capacity utilization rates and the recoverable amounts of certain assets being lower than their book values[10] - Ongoing R&D and market investments in new business areas have negatively impacted profits[10] Financial Reporting - The financial data presented is preliminary and unaudited, with potential discrepancies in the final annual report[11]

Group 1 - The Livermore Chinese concept stock index experienced a slight decline of 0.1% at the beginning of trading on February 25 [1] - Among the constituent stocks, BeiGene saw a drop of over 3% [1] - Tencent Music, Xpeng Motors, and NetEase each fell by more than 2% [1]

Company Fundamentals - The company is expected to incur a net loss of 440 million to 520 million yuan in 2025, primarily due to an imbalance in supply and demand in the photovoltaic industry and intense price competition, leading to a decrease in film sales and low gross margins [1] - The gross margin for the third quarter of 2025 was -6.67%, reflecting ongoing pressure on the main business profitability [1] Business Development - The company is accelerating its layout in new businesses such as automotive materials, having secured a designated supply of PDLC dimming film for an automotive glass manufacturer in January 2026. However, the related R&D and market investments are expected to increase losses in the short term [2] Industry and Risk Analysis - The photovoltaic industry is still in a deep adjustment period, with significant overcapacity issues. Industry observations suggest that inventory may bottom out by mid-2026, and the competitive landscape in the film segment will require accelerated capacity clearance for optimization [3] Convertible Bond Termination - On February 11, 2026, the company announced that the "Haiyou Convertible Bond" may trigger redemption clauses, which could exert short-term pressure on the stock price if executed [4] Financial Situation - On February 4, a net inflow of 139 million yuan from main funds drove the stock price up by 8.04%. However, on February 13, the overall photovoltaic equipment sector fell by 3.59%, leading to increased fund outflows and adjustments in individual stocks [5] - The company's short-term performance is influenced by industry cycles and investments in new businesses, but the long-term transformation direction is clear [5]

Core Viewpoint - The company has completed the sale of its second employee stock ownership plan and has announced its termination, adhering to market trading rules and regulations [1]. Group 1: Employee Stock Ownership Plan - The second employee stock ownership plan was approved by the company's board and shareholders in February 2022 [1]. - A total of 46,500 shares were purchased under this plan, representing 0.0553% of the company's total share capital, with a lock-up period from March 15, 2022, to March 14, 2023 [1]. - As of the announcement date, all shares held under the second employee stock ownership plan have been sold [1]. Group 2: Initial Public Offering (IPO) and Fundraising - The company was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on January 22, 2021, with an issuance of 21.01 million shares at a price of 69.94 yuan per share [2]. - The total funds raised from the IPO amounted to 1.469 billion yuan, with a net amount of 1.347 billion yuan after deducting issuance costs [2]. - The company initially planned to raise 600 million yuan for specific projects and working capital, ultimately raising 747 million yuan more than planned [2]. Group 3: Convertible Bonds - In 2022, the company was approved to issue 6.94 million convertible bonds at a face value of 100 yuan each, raising a total of 694 million yuan [3]. - After deducting related issuance costs of 2.6028 million yuan, the net amount raised was 691.3972 million yuan [3]. - The funds from the convertible bond issuance have been fully received and verified by an accounting firm [3]. Group 4: Total Fundraising - The total fundraising from the company's IPO and the issuance of convertible bonds amounts to 2.163 billion yuan [4].

Group 1 - The company Shanghai Haiyouwei New Materials Co., Ltd. has announced that its convertible bonds, "Haiyou Convertible Bonds," are expected to meet the redemption conditions based on stock performance [2][10] - The stock price has closed at or above 130% of the conversion price for 10 trading days from January 22, 2026, to February 11, 2026, indicating a potential trigger for redemption if the conditions are met in the following 15 trading days [2][10] - The initial conversion price was set at 217.42 yuan per share, adjusted to 217.30 yuan per share as of June 6, 2023, due to the company's annual equity distribution [3] Group 2 - The company issued a total of 694 million yuan in convertible bonds, with a maturity period of six years from June 23, 2022, to June 22, 2028 [3] - The company has the right to redeem the bonds at face value plus accrued interest if the stock price meets certain conditions, including a minimum of 15 trading days at or above 130% of the conversion price [8][10] - The conversion price has been adjusted multiple times, with the latest adjustment setting it at 69.98 yuan per share effective December 12, 2024 [6]

Group 1 - The core point of the article is that Haiyou New Materials announced that its stock price has met the conditions for a conditional redemption of its convertible bonds, which may occur if certain trading price criteria are maintained [2] - The company's stock price has been above 130% of the current conversion price of 46.80 yuan per share, specifically at 60.84 yuan per share, for 10 trading days from January 22 to February 11, 2026 [2] - If the stock price continues to meet the specified conditions for an additional 5 trading days within the next 15 trading days, the company may redeem all or part of the unconverted bonds at face value plus accrued interest [2]

Core Viewpoint - Haiyou New Materials (688680.SH) announced that its stock price has been above 130% of the current conversion price for 10 trading days from January 22, 2026, to February 11, 2026, which may trigger conditional redemption of its convertible bonds [1] Group 1 - The stock price must remain at or above 130% of the conversion price (60.84 CNY/share) for 5 out of the next 15 trading days to trigger the redemption clause [1] - If the conditions are met, the company's board has the authority to decide on the redemption of all or part of the unconverted "Haiyou Convertible Bonds" at face value plus accrued interest [1] - The company will hold a board meeting on the triggering day to review and decide on the redemption, ensuring timely information disclosure [1]

Core Viewpoint - Haiyou New Materials (688680.SH) has completed its second employee stock ownership plan, indicating a commitment to employee engagement and investment in the company's future [1] Group 1: Employee Stock Ownership Plan - The second phase of the employee stock ownership plan involved the purchase of 46,500 shares, which represented 0.0553% of the company's total share capital at that time [1] - The lock-up period for the purchased shares was set for 12 months, from March 15, 2022, to March 14, 2023 [1] - As of the date of the announcement, all shares held under the second phase of the employee stock ownership plan have been sold [1]