| 序号 | 制度名称 | 变更 情况 | 是否需要经股 东大会审议 | | --- | --- | --- | --- | | 1 | 《股东会议事规则》 | 修订 | 是 | | 2 | 《董事会议事规则》 | 修订 | 是 | | 3 | 《董事会审计委员会议事规则》 | 修订 | 否 | | 4 | 《董事会战略与 ESG 委员会议事规则》 | 修订 | 否 | | 5 | 《董事会提名委员会议事规则》 | 修订 | 否 | | 6 | 《董事会薪酬与考核委员会议事规则》 | 修订 | 否 | | 7 | 《防范控股股东及关联方占用公司资金制度》 | 修订 | 是 | | 8 | 《独立董事工作制度》 | 修订 | 是 | | 9 | 《独立董事专门会议工作细则》 | 修订 | 否 | 上海海优威新材料股份有限公司 关于修订及制定公司部分治理制度的公告 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、准确性和完整性依法承担法律责任。 上海海优威新材料股份有限公司（以下简称"公司"）于 2025 年 5 月 7 日 召开第四届董事会第二十五次会议，审 ...

证券代码:688680 证券简称:海优新材 公告编号：2025-031 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 周频先生在担任公司独立董事期间，勤勉尽责、独立公正，为公司的规范运 作发挥了积极作用，董事会对周频先生为公司做出的贡献表示衷心感谢！ 1 二、独立董事补选情况 为完善公司治理结构，保障公司董事会的规范运作，根据相关法律法规及《公 司章程》的规定，经公司董事会提名，并经第四届董事会提名委员会资格审查通 过，公司于 2025 年 5 月 7 日召开第四届董事会第二十五次会议，审议通过《关 于独立董事辞任暨补选独立董事及调整董事会专门委员会委员的议案》，同意提 名陈伟权先生（简历详见附件）为公司第四届董事会独立董事候选人，任期自公 司 2024 年年度股东大会审议通过之日起至第四届董事会届满之日止。陈伟权先 生具备广泛而丰富的国际及国内财务、税务、审计等多领域专业知识和经验，并 已取得独立董事任前培训证明，其任职资格已经上海证券交易所备案审核无异议， 尚需提交公司股东大会审议。 三、公司第四届董事会专门委员会委员调整情况 关于独立董事辞任暨补选独立董事及调整董事会专门委员 ...

证券代码:688680 证券简称:海优新材 公告编号：2025-032 转债代码:118008 转债简称:海优转债 重要内容提示： 上海海优威新材料股份有限公司（以下简称"公司"）核心技术人员刘俊 刚先生因工作岗位发生变动，其负责的与公司核心技术相关的全部工作已顺利交 接给罗虹桥先生，公司不再认定刘俊刚先生为公司核心技术人员，同时新增认定 罗虹桥先生为公司核心技术人员。 公司高度重视研发工作，已建立完备的研发体系和管理机制。公司深知 人才是创新的动力，储备了充足的后备力量，为技术创新形成稳定体系，确保公 司技术创新稳步推进。此次核心技术人员的变动不会对公司生产经营与技术研发 工作等方面造成实质性影响。 一、核心技术人员变动的具体情况 公司核心技术人员刘俊刚先生因工作岗位发生变动，公司不再认定其为公司 核心技术人员，其负责的与公司核心技术相关的全部工作已顺利完成交接给罗虹 桥先生。 同时，公司结合罗虹桥先生任职履历，对公司核心技术的参与情况及历史贡 献，以及公司所处行业的核心技术特点及发展趋势等相关因素，经公司管理层研 究，董事会同意公司新增认定罗虹桥先生为核心技术人员。公司及董事会对刘俊 刚先生多年来为公司核 ...

上海海优威新材料股份有限公司 关于2024年年度股东大会增加临时提案的公告 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。 一、 股东大会有关情况 1. 股东大会的类型和届次： 2024年年度股东大会 | 股份类别 | 股票代码 | 股票简称 | 股权登记日 | | --- | --- | --- | --- | | 股 A | 688680 | 海优新材 | 2025/5/13 | 二、 增加临时提案的情况说明 | 证券代码：688680 | 证券简称：海优新材 | 公告编号：2025-033 | | --- | --- | --- | | 转债代码：118008 | 转债简称：海优转债 | | 1. 提案人：李民 2. 提案程序说明 公司已于2025 年 4 月 19 日披露了 2024 年年度股东大会召开的通知，持有 23.83%股份的股东李民，在2025 年 5 月 6 日提出临时提案并书面提交股东大会 召集人。股东大会召集人按照《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》有关规定，现予以公告。 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The company reported a revenue of 2.591 billion yuan for 2024, a year-on-year decrease of 47%, with a net profit attributable to the parent company of -558 million yuan, consistent with preliminary performance reports [2][4]. - In Q4 2024, the company achieved a revenue of 539 million yuan, down 42% year-on-year and 5% quarter-on-quarter, with a net profit of -310 million yuan [2][4]. - For Q1 2025, the company reported a revenue of 316 million yuan, a 64% year-on-year decline and a 41% quarter-on-quarter decline, with a net profit of -57 million yuan [2][4]. - The company is focusing on the automotive business, with positive developments in new products such as PDCLC dimming film, which has been integrated into the Zhiji L6 model, marking a significant technological advancement [10]. - The company is also expanding its overseas market presence, particularly in collaboration with American and Turkish companies, while maintaining a prudent operational strategy in its photovoltaic film business [10]. Financial Summary - The total revenue for 2024 was 2.591 billion yuan, with an operating cost of 2.603 billion yuan, resulting in a gross profit of -11 million yuan [17]. - The company expects to achieve a net operating cash flow of 360 million yuan in 2024, with projections for 2025 indicating a slight increase [17]. - The asset-liability ratio is projected to improve, indicating a reduction in financial risk, with a forecasted asset-liability ratio of 50.2% for 2024 [17].

Core Insights - Pension funds have appeared in the top ten circulating shareholders of nine Sci-Tech Innovation Board stocks, with a total holding of 21.90 million shares valued at 862 million yuan at the end of the first quarter [1][2] - The pension funds have newly invested in two stocks, increased holdings in one stock, reduced holdings in two stocks, and maintained their positions in four stocks [1] Summary by Category Holdings Overview - The stock with the highest holding ratio by pension funds is Rongzhi Rixin, accounting for 4.53% of circulating shares, followed by Haitai Xinguang at 4.18% and Laisi Information at 2.71% [1] - The top three stocks by the number of shares held are Haitai Xinguang (5.04 million shares), Yubang Electric (3.74 million shares), and Rongzhi Rixin (3.70 million shares) [1] - The stocks with the highest market value held by pension funds are Rongzhi Rixin (194 million yuan), Haitai Xinguang (189 million yuan), and Laisi Information (150 million yuan) [1] Industry Focus - Pension fund holdings are primarily concentrated in the pharmaceutical and biotechnology, machinery equipment, and electric equipment industries, with two stocks from each sector represented [1] Performance Metrics - Among the stocks held by pension funds, seven reported year-on-year net profit growth in the first quarter, with Yubang Electric showing the highest increase of 168.08% [2] - The average decline of the Sci-Tech Innovation Board stocks held by pension funds since April is 3.52%, with Shihua Technology showing the best performance with a cumulative increase of 10.78% [2]

Investment Rating - The report maintains an "Accumulate" rating for the company [1][5] Core Views - The company reported a significant loss in 2024, with a net profit of -558 million RMB, which is an increase in loss compared to the previous year [8] - In Q1 2025, the company showed a reduction in losses compared to the previous quarter, with a net profit of -57.44 million RMB [10] - The company is focusing on high-margin non-photovoltaic film business, which has shown substantial growth [8] Financial Summary - The company's revenue for 2024 was 2,591 million RMB, a decrease of 46.81% year-on-year [9] - The projected earnings per share (EPS) for 2025-2027 are updated to -1.85, 0.43, and 2.96 RMB respectively [5] - The company’s EBITDA for 2024 is projected at -288 million RMB, with a forecasted recovery to 195 million RMB in 2026 [11] Business Performance - The company’s photovoltaic film sales volume decreased by 24.65% in 2024, leading to a negative gross margin [8] - The non-photovoltaic film business achieved a revenue of 20.66 million RMB in 2024, with a gross margin of 28.22% [8] - The company has successfully launched PDCLC dimming film products for automotive applications, positioning itself as a potential industry leader [8]

Investment Rating - The investment rating for the company is "Accumulate" [1] Core Views - The company's profitability in the film segment is under pressure in 2024, but the automotive materials segment is expected to gradually ramp up and become a new growth engine in 2025 [1][8] - The company reported a significant decline in revenue and net profit for 2024, with total revenue of 2.591 billion yuan, down 46.81% year-on-year, and a net loss of 558.44 million yuan, a 144.31% decrease year-on-year [1][8] - The company is expected to see a recovery in demand and profitability in the second quarter of 2025, driven by strong downstream demand for film products [8] Financial Performance Summary - For 2024, the company achieved total revenue of 2.591 billion yuan, with a year-on-year decline of 46.81% [1][9] - The net profit attributable to shareholders for 2024 was a loss of 558.44 million yuan, representing a year-on-year decrease of 144.31% [1][9] - The earnings per share (EPS) for 2024 is projected at -6.65 yuan, with a forecasted recovery to 0.54 yuan in 2026 and 1.66 yuan in 2027 [1][9] - The company anticipates a gradual recovery in film sales, with an estimated total shipment of approximately 4 billion square meters in 2025 [8] Business Outlook - The automotive dimming film segment is expected to contribute significantly to growth, with the company having established a dedicated automotive team and achieved technological breakthroughs [8] - The company plans to increase its production capacity and expand its customer base in the automotive materials sector, with initial deliveries expected in the second quarter of 2025 [8] - The company has also implemented cost-reduction measures, which may lead to a further decrease in production costs by 50% in the long term [8]

Investment Rating - The investment rating for the company is "Accumulate" [1] Core Views - The company's profitability in the film segment is under pressure in 2024, but the automotive materials segment is expected to gradually ramp up and become a new growth engine in 2025 [1][8] - The company reported a significant decline in revenue and net profit for 2024, with total revenue expected to be 2.591 billion yuan, down 46.81% year-on-year, and a net loss of 558.44 million yuan, a 144.31% decline year-on-year [1][8] - The company is focusing on the automotive dimming film market, having established a dedicated team and achieved technological breakthroughs, with plans for further expansion in 2025 [1][8] Financial Performance Summary - For 2024, the company is projected to have total revenue of 2.591 billion yuan, a decrease of 46.81% year-on-year, and a net loss of 558.44 million yuan, a decline of 144.31% year-on-year [1][9] - The gross margin for 2024 is expected to be -0.44%, down 3.8 percentage points year-on-year [8] - The company anticipates a recovery in 2025, with a projected net profit of -94.83 million yuan, representing an 83.02% increase year-on-year [1][9] Market and Operational Insights - The company expects to ship approximately 4 billion square meters of film in 2024, with a significant drop in shipments in Q1 2025 due to market conditions [8] - The automotive dimming film segment is expected to contribute to revenue growth, with initial deliveries planned for Q2 2025 [1][8] - The company has reduced its inventory by 21% compared to the end of 2024, indicating improved operational efficiency [8][9]

Core Insights - Fund manager Lv Jiawei oversees a total of 7 funds, with the best-performing fund in Q1 2025 being the Huaxia Low Carbon Economy One-Year Holding Mixed A, which achieved a net value increase of 8.97% [1] Fund Performance Summary - The Huaxia Growth Opportunity - One-Year Holding Mixed fund has a scale of 5.99 billion, with an annualized return of -16.85% and a Q1 2025 increase of 5.27% [2] - The Huaxia Core Growth Mixed A fund has a scale of 3.06 billion, with an annualized return of -13.36% and a Q1 2025 increase of 5.12% [2] - The Huaxia Energy Conservation and Environmental Protection Stock A fund has a scale of 2.59 billion, with an annualized return of 6.08% and a Q1 2025 increase of 7.23% [2] - The Huaxia Low Carbon Economy One-Year Holding Mixed A fund has a scale of 1.28 billion, with an annualized return of -15.67% and a Q1 2025 increase of 8.97% [2] - The Huaxia Low Carbon Economy - One-Year Holding Mixed C fund has a scale of 0.46 billion, with an annualized return of -16.26% and a Q1 2025 increase of 8.77% [2] - The Huaxia Core Growth Mixed C fund has a scale of 0.39 billion, with an annualized return of -13.96% and a Q1 2025 increase of 4.94% [2] - The Huaxia Energy Conservation and Environmental Protection Stock C fund has a scale of 0.09 billion, with an annualized return of -11.28% and a Q1 2025 increase of 7.07% [2] Investment Strategy and Performance - During Lv Jiawei's tenure as the fund manager of the Huaxia Energy Conservation and Environmental Protection Stock A fund, the cumulative return was 57.56%, with an average annualized return of 6.08% [4] - The fund had 97 instances of stock adjustments, with a success rate of 57.73% and 5 instances of doubling returns, achieving a multiple of 5.15 [4] Notable Stock Adjustments - The fund's notable stock adjustments include: - **Ningde Times**: Bought in Q3 2019 and sold in Q1 2023, yielding an estimated return of 471.42% with a net profit growth of 867.51% during the holding period [6] - **Bafang Shares**: Bought in Q2 2020 and sold in Q4 2020, yielding an estimated return of 92% with a net profit growth of 24.22% during the holding period [7] - **Haiyou New Materials**: Bought in Q4 2023 and sold in Q3 2024, yielding an estimated return of -57.86% with a revenue decline of 46.81% during the holding period [8]