广东光华科技股份有限公司 2025 年半年度报告全文 广东光华科技股份有限公司 2025 年半年度报告 2025 年 08 月 1 广东光华科技股份有限公司 2025 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容 的真实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担 个别和连带的法律责任。 公司负责人郑靭、主管会计工作负责人蔡雯及会计机构负责人(会计主管 人员)黄启秀声明：保证本半年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本次半年报的董事会会议。 公司半年度报告涉及的未来计划等前瞻性陈述，不构成公司对投资者的 实质承诺，投资者及相关人士均应当对此保持足够的风险认识，并请理解计 划、预测与承诺之间的差异。 公司发展过程中，存在市场竞争加剧风险、原材料价格波动风险、环保 风险等，详细内容见本报告"第三节、管理层讨论与分析"中"十、公司面 临的风险和应对措施"。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 2 | 第一节 | 重要提示、目录和释义 | 1 | | --- | --- | --- | | 第 ...

Summary of Key Points Core Viewpoint The report provides a detailed account of the fundraising activities and the management of the raised funds by Zhejiang Guanghua Technology Co., Ltd. It highlights the amount raised, the usage of funds, and the compliance with regulatory requirements. Group 1: Fundraising Overview - The company raised a total of RMB 88,832.00 million by issuing 32 million shares at RMB 27.76 per share, with net proceeds amounting to RMB 77,325.08 million after deducting various fees [2][5][11] - The funds were deposited into a designated account managed under a tripartite supervision agreement with the underwriter and banks [3][4] Group 2: Fund Usage and Management - The company has established a management method for the raised funds, ensuring they are stored in a dedicated account and used in compliance with relevant laws and regulations [3][4] - As of June 30, 2025, the company has not utilized any temporarily idle funds for cash management or investment in related products [6] - The company has permanently supplemented working capital with surplus funds from completed projects, including RMB 4,354.30 million from the "Annual Production of 120,000 Tons of Polyester Resin for Powder Coatings Project" and RMB 1,759.16 million from the "R&D Center Construction Project" [7][8] Group 3: Project Status and Compliance - The company has not encountered any abnormal situations regarding the investment projects funded by the raised capital [9] - There have been no changes in the fundraising investment projects, and the company has adhered to all disclosure requirements without any issues [9][22][27] - The company plans to establish overseas subsidiaries to expand its international business, with investments in Singapore and Hong Kong [19][20]

Core Viewpoint - The company has approved its 2025 semi-annual report, which reflects its operational results, financial status, and future development plans, with no cash dividends or stock bonuses planned for the reporting period [1][3][11]. Company Basic Information - The company did not experience any changes in its controlling shareholder or actual controller during the reporting period [5]. - The company has no preferred shareholders or related bond situations during the reporting period [5][6]. Important Matters - The company has completed its "Research and Development Center Construction Project" and plans to use the remaining raised funds to supplement working capital permanently [6][28]. - A new project for the construction of a "15,000 tons/year powder coating polyester resin" facility has been signed with the government of Haining City, which is currently progressing smoothly [6]. - The company plans to establish wholly-owned subsidiaries in Singapore and Hong Kong to enhance its international business layout [7]. Board and Supervisory Committee Meetings - The third board and supervisory committee meetings were held on August 26, 2025, where the semi-annual report and the special report on the use of raised funds were approved unanimously [9][16][18]. Fundraising and Usage - The company raised a total of 88,832 million RMB from its initial public offering, with a net amount of 77,325.08 million RMB after deducting various fees [22]. - As of June 30, 2025, the company has not used any temporarily idle raised funds for cash management or investment in related products [26]. - The company has permanently supplemented working capital with surplus raised funds from completed projects, amounting to 4,354.30 million RMB and 1,759.16 million RMB from different projects [28][29].

Core Viewpoint - The company, Guanghua Technology, is currently in the validation stage for its specialized chemical products, which are non-standard and customized according to client requirements, in contrast to Ganfeng Lithium, which has already achieved mass supply of lithium sulfide validated by multiple companies [1] Group 1 - Guanghua Technology responded to an investor inquiry regarding its progress in the validation of lithium sulfide, indicating that it is still in the validation phase [1] - The company emphasized that specialized chemicals are typically non-standard products, tailored to meet varying customer quality and performance specifications [1]

Investment Rating - The report suggests a positive investment outlook for the solid-state battery industry, highlighting its advantages over traditional liquid batteries and the rapid development of related materials [3][11][20]. Core Insights - Solid-state batteries outperform liquid batteries in safety, energy density, and integration, with manufacturers and battery producers rapidly positioning themselves to support material demand [1][11]. - The core of solid-state lithium battery technology is the solid electrolyte, with sulfide and oxide being the mainstream technological routes [2][34]. - The report emphasizes the potential of sulfide electrolytes due to their superior ionic conductivity and mechanical properties, while also noting the stability and industrial progress of oxide electrolytes [3][27][36]. Summary by Sections 1. Solid-State Batteries: Performance Advantages and Accelerated Layout - Solid-state batteries are expected to emerge due to their high energy density and safety, effectively addressing issues like lithium dendrite growth [11][12]. - The transition from liquid to solid-state batteries simplifies construction by eliminating the need for separators, thus reducing costs [12][27]. 2. Solid Electrolytes: Core of Solid-State Lithium Battery Technology - Solid electrolytes are classified into sulfide, oxide, polymer, and halide types, with the choice of materials being crucial for large-scale production [27][34]. - Sulfide electrolytes exhibit high ionic conductivity and good mechanical properties, making them a promising candidate for commercialization despite challenges like air stability and high production costs [36][41]. 3. Investment Recommendations - As the solid-state battery industry matures, upstream core materials will benefit significantly. Companies that are early adopters of lithium sulfide and have technological advantages are recommended for investment [3][41]. - The report forecasts that by 2027, the shipment of solid-state batteries in China will reach approximately 18 GWh, with a compound annual growth rate of 44% from 2024 to 2028 [20][22].

Group 1 - The demand for high-end PCB (Printed Circuit Board) products has been rapidly increasing, driven by AI server growth [1] - In the A-share market, 97 stocks are involved in the PCB industry chain, with many experiencing significant price increases [1] - Among the 32 PCB concept stocks that have reported their performance for the first half of the year, over 70% have shown positive results, with 16 stocks reporting year-on-year profit growth [1] Group 2 - Notable companies with significant profit growth include Shengyi Technology (生益科技) with a 50% increase, Guanghua Technology (光华科技) with a 375.05% increase, and Zhong Materials Technology (中材料技) with an 80.77% increase [2] - The total market capitalization of these companies varies, with Shengyi Technology at 100.11 billion and Guanghua Technology at 9.42 billion [2] - Other companies like Junya Technology (骏亚科技) and Zhongjing Electronics (中京电子) have turned losses into profits, indicating a positive trend in the industry [1]

Core Viewpoint - The company held its 18th meeting of the fifth board of directors on August 11, 2025, where several key resolutions were passed, including amendments to the articles of association and the election of new board members [1][2][4][7]. Group 1: Amendments to Articles of Association - The board approved the proposal to amend the articles of association with unanimous support (9 votes in favor) [2]. - The amendments are in accordance with the Company Law and relevant regulations, aimed at optimizing the corporate governance structure [35]. Group 2: Election of Board Members - The board approved the election of candidates for the sixth board of directors, including six non-independent directors and three independent directors [4][7]. - The candidates for non-independent directors include Chen Hanzhao, Zheng Jin, Cai Wen, Yang Rongzheng, and Yu Junwen, while the independent director candidates are Peng Zhaohui, Yan Yonghong, and Xu Tao [4][7][40]. Group 3: Independent Director Compensation - The board proposed an annual compensation of 100,000 yuan (pre-tax) for each independent director, which will also require shareholder approval [11]. Group 4: Internal System Revisions - The board passed several resolutions to amend internal governance systems, including the rules for shareholder meetings and board meetings, with unanimous support [13][14][15][16][17][18][19][20][21][22][23][24][25][26][27][28][31]. Group 5: Upcoming Shareholder Meeting - The company announced the first temporary shareholder meeting for 2025, scheduled for September 2, 2025, to discuss the resolutions passed by the board [32][54]. - The meeting will allow both onsite and online voting, with specific procedures outlined for participation [56][57][58].

Core Viewpoint - The document outlines the management procedures for the shares held by the board members and senior management of Guangdong Guanghua Technology Co., Ltd., emphasizing compliance with relevant laws and regulations regarding insider trading and share transactions. Group 1: General Provisions - The company establishes a system to manage the shares held by its directors and senior management, clarifying the management procedures based on various laws and regulations [1] - The system applies to the shares held by directors and senior management, prohibiting them from engaging in margin trading with the company's stock [1] - Senior management includes the general manager, deputy general managers, financial officer, and board secretary [1] Group 2: Share Change Reporting and Information Disclosure Management - The board secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring timely reporting of personal information [2] - Directors and senior management must report their personal information within two trading days after changes occur [2][3] - The company must confirm and timely feedback on the share management information of directors and senior management as required by the registration and settlement company [3] Group 3: Regulations on Buying and Selling Company Stock - Directors and senior management must notify the board secretary in writing of their buying and selling plans before executing any transactions [3] - Any changes in shareholding must be reported within two trading days, including details such as the number of shares before and after the change [4] - The company will disclose the buying and selling activities of directors and senior management in its periodic reports [4] Group 4: Restrictions on Share Transfer - Directors and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving their positions [5] - There are specific periods during which directors and senior management cannot buy or sell company stock, particularly around financial report announcements [5] - Violations of trading regulations may result in the company reclaiming profits earned from illegal transactions [6] Group 5: Other Provisions - The company must ensure that certain individuals do not engage in trading based on insider information [6] - Directors and senior management can only transfer a maximum of 25% of their shares in a year, with exceptions for specific circumstances [7] - Any share transfer plans must be reported to the stock exchange 15 trading days prior to execution [8] Group 6: Legal Responsibilities - Violations of securities laws by directors and senior management can lead to penalties, including the company reclaiming profits from illegal trades [10] - The company can impose disciplinary actions on individuals who violate trading restrictions, including warnings or termination [10] - The document stipulates that any unresolved matters will be governed by relevant national laws and regulations [11]

广东光华科技股份有限公司 第一章 总则 第一条 为确保公司合规经营，强化广东光华科技股份有限公司（以下简称 "公司"）董事会的决策功能，做到事前审计、专业审计，确保董事会对经理层 的有效监督，完善公司法人治理结构，根据《中华人民共和国公司法》、《上市 公司治理准则》、《上市公司独立董事管理办法》、《广东光华科技股份有限公 司章程》及其他有关规定，公司特设立董事会审计委员会，并制定本工作制度。 第二条 董事会审计委员会是董事会内设的专门工作机构，主要负责审核公 司财务信息及其披露、监督及评估内外部审计工作和内部控制。 第二章 人员组成 第三条 审计委员会委员至少由三名不在公司担任高级管理人员的董事组成， 其中，独立董事应当占半数以上并担任召集人，且至少有 1 名独立董事为会计专 业人士。 审计委员会委员由董事长、二分之一以上独立董事或者全体董事的三分之一 提名，并由董事会选举产生。 内部审计部门应当保持独立性，不得置于财务部门的领导之下，或者与财务 部门合署办公。 第三章 职责权限 第七条 审计委员会行使下列职权： （一）披露财务会计报告及定期报告中的财务信息、内部控制评价报告； 第八条 审计委员会负责审核公司 ...

广东光华科技股份有限公司 第一章 总则 第一条 为规范公司内部审计工作，提高内部审计工作质量，保护投资者合 法权益，依据《审计署关于内部审计工作的规定》《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》等有关法律、法规、规章的规定 和《广东光华科技股份有限公司章程》（以下简称"公司章程"），结合公司实 际情况，制定本制度。 第二章 内部审计机构和人员 第四条 依据完善公司治理结构和完备内部控制机制的要求，在公司董事会 审计委员会下设立审计部，对公司内部控制制度的建立和实施、公司财务信息的 真实性和完整性等情况进行检查监督。 第五条 审计部配备专职审计人员，审计部对审计委员会负责，向审计委员 会报告工作。 第六条 审计部应当保持独立性，不得置于财务部门的领导之下，或者与财 务部门合署办公。 第二条 本制度所称被审计对象，特指公司各部门、全资或控股子公司及其 直属分支机构（含控股子公司的直属分支机构），上述机构相关责任人员。 第三条 本制度所称内部审计，是指由公司内部机构或人员，对内部控制和 风险管理的有效性、财务信息的真实性和完整性以及经营活动的效率和效果等开 展的一种评价活动。 第七条 ...