常州亚玛顿股份有限公司 2024 年度股东大会决议公告 本公司及其董事、监事、高级管理人员保证信息披露内容的真实、准确和完 整，没有虚假记载、误导性陈述或重大遗漏。 一、重要提示： 1、为尊重中小投资者利益，提高中小投资者对公司股东大会决议的重大事 项的参与度，根据国务院办公厅《关于进一步加强资本市场中小投资者合法权益 保护工作的意见》（国办发〔2013〕110 号）文件精神，本次股东大会采用中小 投资者单独计票。中小投资者是指除上市公司的董事、监事、高级管理人员和单 独或者合计持有上市公司 5%以上股份的股东。 2、本次股东大会无增减、变更、否决议案的情况。 3、本次股东大会不涉及变更以往股东大会已通过的决议。 4、本次股东大会以现场投票和网络投票相结合的方式召开。 二、会议通知情况 公司董事会于 2025 年 4 月 28 日在《证券时报》《中国证券报》《证券日报》 《上海证券报》《经济参考报》和公司指定信息披露网站巨潮资讯网（http://w ww.cninfo.com.cn）上刊登了《关于召开 2024 年度股东大会的通知》（公告编 号：2025-013）。 证券代码：002623 证券简称：亚玛顿 ...

Group 1: Business Operations and Collaborations - The company is a qualified supplier of solar tiles and energy-related products to Tesla, with ongoing normal cooperation [2] - The company is currently developing multifunctional lightweight automotive glass products, which are still in the R&D phase and not yet applied in vehicles [2][3] Group 2: Financial Performance - In 2024, the company reported a net loss of CNY 126.77 million, primarily due to supply-demand imbalances and price declines in the photovoltaic industry [4] - The company made provisions for credit and asset impairments totaling CNY 59.92 million [4] - In Q1 2025, the company achieved profitability, driven by significant growth in downstream demand influenced by new energy pricing policies [4] Group 3: Stock Performance and Market Strategy - The company is aware of its stock price performance and has previously completed a share buyback in May 2023, with future measures under evaluation based on operational and market conditions [5] - The stock price is influenced by macroeconomic factors, industry cycles, and investor sentiment, prompting the company to focus on sustainable operations and value creation for investors [5] Group 4: Growth Strategies and Market Outlook - The company aims to enhance profitability through a dual-drive strategy focusing on photovoltaic and consumer electronics glass, optimizing product structure, and expanding into emerging markets [3] - Plans include upgrading processes to reduce energy consumption and improve yield, as well as accelerating capacity expansion in western and overseas markets [3] - The company is optimistic about the long-term development of the photovoltaic industry amid global energy transition trends [5] Group 5: Technological Advancements - The company has developed and mass-produced 1.6mm photovoltaic glass and is recognized for its strong R&D capabilities, leading in the domestic market [6] - Innovations include the development of aesthetic BIPV glass and ITO conductive glass, ensuring the company remains at the forefront of technology in the industry [6] Group 6: International Expansion - The company plans to invest in a factory in Dubai, driven by the need to expand into overseas markets due to increased domestic competition and declining product prices [6] - This investment is expected to leverage local resources and reduce production costs while enhancing market share in international markets [6]

Market Overview - A-shares continued to show a narrow fluctuation pattern with major indices displaying a mixed trend, where the Shenzhen Component Index, North China 50, and ChiNext Index experienced slight gains, while the Shanghai Composite Index and CSI 300 were dragged down by heavyweight sectors [1] - The overall market sentiment remained stable, but trading volume further shrank compared to the previous trading day, indicating a rise in cautiousness among investors [1] Sector Performance - The technology manufacturing sector, represented by humanoid robots and photovoltaics, became the focus of capital inflow, while traditional heavyweight sectors like consumption and finance continued to adjust [3] - Specific segments such as PEEK materials, POE films, and disperse dyes showed outstanding performance, with some stocks experiencing trading volumes several times higher than the previous day [3] Humanoid Robot Industry - The humanoid robot supply chain saw a surge in stock prices, particularly in the PEEK materials sector, which led the market with a significant increase [4] - The approval of national standards for humanoid robots, covering core technologies like environmental perception and motion control, marks a shift from chaotic growth to standardized development in the industry [4] - The trend towards "lightweight" humanoid robots is accelerating, with a forecasted demand for PEEK materials in China reaching 5,079 tons by 2027, corresponding to a compound annual growth rate of 16.8% [5] Photovoltaic Industry - The photovoltaic sector also performed actively, with POE films leading the gains, supported by strong data on new installations and exports [6] - In Q1, domestic photovoltaic installations reached 59.7 GW, a year-on-year increase of 30.5%, with March alone seeing a record 20.2 GW added, up 124.4% year-on-year [6] - The industry leader, Sunshine Power, reported a revenue of 19.036 billion yuan, up 50.92%, and a net profit of 3.826 billion yuan, up 82.52%, reinforcing market confidence [6] Gold Market - International gold prices experienced volatility, dropping below $3,310 per ounce, influenced by expectations of adjustments in U.S. auto tariffs [7] - If tariff adjustments are implemented, it could reduce cost pressures on automakers and alleviate inflation expectations, potentially diminishing gold's appeal as a safe-haven asset [9] Investment Strategy - The technology manufacturing sector attracted over 5 billion yuan in net inflow, while consumption and finance sectors saw a net outflow exceeding 3 billion yuan, indicating a preference for "new productive forces" [10] - Investment strategies should focus on three main areas: the humanoid robot supply chain, the photovoltaic industry, and the gold sector, particularly in the context of the Federal Reserve's interest rate cycle and geopolitical risks [10]

Investment Rating - The investment rating for the company is maintained as "Buy" with a target price of 17.72 RMB [8][9]. Core Views - The company reported a revenue of 289 million RMB and a net profit attributable to shareholders of -13 million RMB for 2024, reflecting a year-on-year decline of 20.3% and 2.1 million RMB respectively, which aligns with the midpoint of the earnings forecast [1]. - In Q1 2025, the company achieved a revenue of 56 million RMB and a net profit of 0.5 million RMB, showing a year-on-year decline of 36.8% and 58.3% respectively, although the gross margin improved compared to the previous quarter [1]. - The company is focusing on overseas capacity expansion, particularly in the photovoltaic glass sector, with a planned investment of 240 million USD in a production line in the UAE, which is expected to enhance its international competitiveness [4]. - The company has a differentiated competitive advantage in ultra-thin glass products, with sales of 1.6mm ultra-thin photovoltaic glass accounting for over 50% of its total sales in 2024 [4]. Summary by Sections Financial Performance - The company’s revenue from solar glass, solar modules, electricity sales, and electronic glass products for 2024 was 262 million RMB, 4 million RMB, 5 million RMB, and 16 million RMB respectively, with year-on-year changes of -20.2%, -76.8%, -6.1%, and +68.7% [2]. - The overall gross margin for the company improved from 2.3% in Q4 2024 to 7.2% in Q1 2025, with expectations for continued improvement in Q2 as photovoltaic glass prices stabilize [2]. Cost and Cash Flow - The company’s expense ratio for 2024 was 7.2%, an increase of 1.7 percentage points year-on-year, driven by a decline in revenue [3]. - Operating cash flow improved significantly, reaching 340 million RMB in 2024, a year-on-year increase of 187.7%, primarily due to reduced cash payments for goods and services [3]. Profitability Forecast - The company’s EPS is projected to be 0.18 RMB, 0.80 RMB, and 0.90 RMB for 2025-2027, with upward adjustments of 18% and 9% for 2025 and 2026 respectively [5]. - The target price of 17.72 RMB corresponds to a PB ratio of 1.2x for 2025, reflecting the unique characteristics and first-mover advantages of the ultra-thin glass segment [5]. Market Position - The company is leveraging its early technology experience in TCO glass and mature electronic display panel technology to develop ITO conductive glass, which meets the market demand for high-strength, low-thickness cover glass for large-size perovskite products [4].

Investment Rating - The investment rating for the company is "Accumulate" with a target price of 17.72 RMB [8][9]. Core Views - The company reported a revenue of 289 million RMB and a net profit attributable to the parent company of -13 million RMB for 2024, reflecting a year-on-year decline of 20.3% and 2.1 million RMB respectively. The performance aligns with the midpoint of the earnings forecast [1]. - In Q1 2025, the company achieved a revenue of 56 million RMB and a net profit of 0.5 million RMB, showing a year-on-year decline of 36.8% and 58.3% respectively. Despite the decline in revenue and profit, the gross margin improved compared to the previous quarter [1]. - The company is focusing on overseas capacity expansion, with a planned investment of 240 million USD in the UAE to build a production line for 500,000 tons of photovoltaic glass annually, enhancing its international competitiveness [4]. - The company maintains a differentiated competitive strategy, with over 50% of its sales in ultra-thin photovoltaic glass in 2024, and is developing innovative technologies for ITO conductive glass to meet future market demands [4]. Summary by Sections Financial Performance - In 2024, the company’s revenue from solar glass, solar modules, electricity sales, and electronic glass was 262 million RMB, 4 million RMB, 5 million RMB, and 16 million RMB respectively, with year-on-year changes of -20.2%, -76.8%, -6.1%, and +68.7%. The gross margins were 2.8%, -2.0%, 28.7%, and 11.7% respectively [2]. - The overall gross margin improved from 2.3% in Q4 2024 to 7.2% in Q1 2025, with expectations for continued improvement in Q2 as photovoltaic glass prices stabilize [2]. Cost and Cash Flow - The company’s expense ratio for 2024 was 7.2%, an increase of 1.7 percentage points year-on-year, driven by a decline in revenue. The operating cash flow improved significantly to 340 million RMB, a year-on-year increase of 187.7% [3]. Market Position and Strategy - The company is enhancing its competitive edge through overseas capacity expansion and a focus on differentiated products, particularly in the ultra-thin glass segment [4]. - The company’s unique technology and early experience in TCO glass production position it well for future market demands in high-strength, low-thickness glass for perovskite products [4]. Earnings Forecast and Valuation - The earnings per share (EPS) forecast for 2025-2027 is adjusted to 0.18 RMB, 0.80 RMB, and 0.90 RMB respectively, reflecting an 18% and 9% increase from previous estimates. The target price is set at 17.72 RMB, based on a price-to-book ratio of 1.2x for 2025 [5].

Core Viewpoint - The company reported a significant decrease in revenue and various financial metrics for the first quarter, primarily due to adverse market conditions in the photovoltaic sector, while also outlining a profit distribution plan for 2024. Financial Performance - The company’s operating income decreased by 36.80% compared to the same period last year, attributed to the impact of the photovoltaic market despite a slight increase in sales prices [5][6]. - The net cash flow from operating activities decreased by 70.42% year-on-year, mainly due to reduced revenue leading to lower cash receipts [10]. - The company’s short-term borrowings increased by 34.67%, driven by increased bank loans and reclassification of discounted letters of credit [5]. - The company reported a 76.28% decrease in employee compensation payable, due to the payment of bonuses accrued from the previous period [5]. Profit Distribution Plan - The company proposed a cash dividend of RMB 5 per 10 shares (including tax) for the 2024 fiscal year, totaling RMB 96,531,256.50, based on a share base of 193,062,513 shares after excluding repurchased shares [16][29]. - The profit distribution plan is subject to approval at the 2024 annual general meeting [21]. Business Operations - The company continues to focus on the photovoltaic glass sector, with no significant changes in its main business operations or products during the reporting period [31]. - The company has maintained a strong position in the glass deep processing industry, being a leader in photovoltaic coating glass and ultra-thin photovoltaic glass products [31]. Other Financial Metrics - The company’s financial expenses increased by 55.35% year-on-year, primarily due to higher interest expenses from increased bank loans [7]. - The company’s investment income decreased by 103.65% year-on-year, attributed to changes in the fair value of financial assets and reduced bank wealth management income [7].

Financial Performance - The company reported a basic earnings per share of -0.6400 yuan for 2024, a decrease of 248.84% compared to 0.4300 yuan in 2023 [1] - The net profit for 2024 was -1.27 billion yuan, reflecting a decline of 251.19% from 0.84 billion yuan in 2023 [1] - Operating revenue decreased by 20.26% to 28.93 billion yuan in 2024 from 36.28 billion yuan in 2023 [1] - The return on equity was -3.94% in 2024, down from 2.59% in 2023, indicating a significant decline [1] Shareholder Structure - The top ten unrestricted shareholders collectively hold 10,408.74 million shares, accounting for 52.39% of the circulating shares, with a decrease of 112.35 million shares compared to the previous period [2] - The largest shareholder, Changzhou Yamaton Technology Group Co., Ltd., holds 6,738.02 million shares, representing 33.92% of the total share capital, with no change [3] - New entrants in the top ten shareholders include Shen Qing and Geng Qiaoyun, while Hong Kong Central Clearing Limited and Bao Jielong have exited [3]

常 州 亚 玛顿 股 份有 限 公 司 募 集 资 金年 度 存放 与 使 用情 况 鉴证 报 告 天职业字[2025]19955 号 | 目 | 录 | | --- | --- | | 募集资金年度存放与使用情况鉴证报告 | 1 | | 关于募集资金年度存放与使用情况的专项报告 | 3 | | 募集资金使用情况对照表 | 7 | | 变更募集资金投资项目情况表 | 11 | 募集资金年度存放与使用情况鉴证报告 天职业字[2025]19955 号 常州亚玛顿股份有限公司全体股东： 我们审核了后附的常州亚玛顿股份有限公司（以下简称"贵公司"）《常州亚玛顿股份 有限公司董事会关于募集资金年度存放与使用情况的专项报告》。 一、管理层的责任 常州亚玛顿股份有限公司管理层的责任是按照中国证监会《上市公司监管指引第 2 号— —上市公司募集资金管理和使用的监管要求》、深圳证券交易所颁布的《深圳证券交易所上 市公司自律监管指引第 1 号-主板上市公司规范运作》及相关公告格式规定编制《常州亚玛顿 股份有限公司董事会关于募集资金年度存放与使用情况的专项报告》，并保证其内容的真实、 准确、完整，不存在虚假记载、误导性陈述或重大遗 ...

常 州 亚 玛顿 股 份有 限 公 司 控 股 股 东及 其 他关 联 方 资金 占 用情 况 的 专 项 说明 天职业字[2025]19957 号 目 录 控股股东及其他关联方资金占用情况的专项说明 1 2024 年度非经营性资金占用及其他关联资金往来情况汇总表 2 控股股东及其他关联方资金占用情况的专项说明 天职业字[2025]19957 号 编制和对外披露汇总表，并确保其真实性、合法性及完整性是贵公司管理层的责任。我 们的责任是对汇总表所载信息与已审计财务报表进行复核。经复核，我们认为，贵公司汇总 表在所有重大方面与已审计财务报表保持了一致。除复核外，我们并未对汇总表所载信息执 行额外的审计或其他工作。 为了更好地理解贵公司2024年度控股股东及其他关联方资金占用情况，汇总表应当与已 审计财务报表一并阅读。 中国注册会计师： 中国·北京 二○二五年四月二十五日 中国注册会计师： 常州亚玛顿股份有限公司董事会： 我们审计了常州亚玛顿股份有限公司（以下简称"贵公司"）财务报表，包括2024年12 月31日的合并及母公司资产负债表、2024年度的合并及母公司利润表、合并及母公司现金流 量表、合并及母公司股东权 ...

常 州 亚 玛顿 股 份有 限 公 司 审计报告 天职业字[2025]18684 号 目 录 审计报告 1 2024 年度财务报表 6 2024 年度财务报表附注 18 审计报告 天职业字[2025]18684 号 常州亚玛顿股份有限公司全体股东： 一、审计意见 我们审计了常州亚玛顿股份有限公司（以下简称"亚玛顿"或"贵公司"）财务报表， 包括 2024 年 12 月 31 日的合并及母公司资产负债表，2024 年度的合并及母公司利润表、合 并及母公司现金流量表、合并及母公司股东权益变动表，以及财务报表附注。 我们认为，后附的财务报表在所有重大方面按照企业会计准则的规定编制，公允反映了 亚玛顿 2024 年 12 月 31 日的合并及母公司财务状况以及 2024 年度的合并及母公司经营成果 和现金流量。 二、形成审计意见的基础 我们按照中国注册会计师审计准则的规定执行了审计工作。审计报告的"注册会计师对 财务报表审计的责任"部分进一步阐述了我们在这些准则下的责任。按照中国注册会计师职 业道德守则，我们独立于亚玛顿，并履行了职业道德方面的其他责任。我们相信，我们获取 的审计证据是充分、适当的，为发表审计意见提供 ...