国浩律师（南京）事务所 关 于 昆山新莱洁净应用材料股份有限公司 2024 年第一次临时股东会 之 2024 年 11 月 | 一、 | 关于本次股东会的召集、召开程序 | 2 | | --- | --- | --- | | 二、 | 关于本次股东会出席人员的资格和召集人资格 | 3 | | 三、 | 关于本次股东会的表决程序及表决结果 | 4 | | 四、 | 结论意见 | 6 | | | 签署页 | 7 | 国浩律师(南京)事务所 法律意见书 国浩律师（南京）事务所 法律意见书 南京市汉中门大街 309 号 B 座 5/7/8 层 邮编：210036 5,7,8th Floor, Block B, 309 Hanzhongmen Street, Nanjing 210036, China 电话/Tel: +86 25 8966 0900 传真/Fax: +86 25 8966 0966 网址/Website: http://www.grandall.com.cn 关于昆山新莱洁净应用材料股份有限公司 2024年第一次临时股东会之法律意见书 致：昆山新莱洁净应用材料股份有限公司 根据《中华人民共和国公司法》 ...

Investment Rating - The report maintains an "Accumulate" rating for the company [1] Core Views - The company's performance continues to grow, with Q3 net profit under short-term pressure due to increased R&D and financial expenses [2] - The company is expected to benefit from the domestic substitution in the semiconductor and food sectors, showcasing strong growth potential [4] - The profit forecast for 2024-2026 has been adjusted downwards, with the current market value corresponding to P/E ratios of 36, 22, and 16 times respectively [5] Financial Performance Summary - For Q1-Q3 2024, the company achieved revenue of 2.161 billion yuan, a year-on-year increase of 9.4%, and a net profit of 198 million yuan, up 17.6% year-on-year [2] - The gross margin for Q1-Q3 2024 was 25.1%, with a net profit margin of 8.5% [3] - As of Q3 2024, the company's contract liabilities stood at 138 million yuan, and inventory was 1.576 billion yuan, indicating stability in cash flow and operations [3] Sector Growth Potential - The semiconductor sector is expected to see significant growth, with global semiconductor sales projected to increase by 11.6% to 18.3% from Q4 2023 to Q2 2024 [4] - The food sector is anticipated to grow, with the sterile packaging market in China expected to exceed 25 billion yuan by 2025 [4] - The pharmaceutical sector is also showing promise, with products recognized by well-known domestic and international companies [4]

Group 1: Company Overview and Financial Performance - New Lai Clean Application Materials Co., Ltd. specializes in the R&D, production, and sales of clean application materials and high-purity materials, primarily serving the food safety, biomedicine, and semiconductor sectors [3] - In the first three quarters of 2024, the company achieved total revenue of CNY 2.161 billion, representing a year-on-year growth of 9.35%, and a net profit attributable to shareholders of CNY 198 million, up 17.63% year-on-year [3] - The semiconductor industry business has shown significant growth, with the company increasing its investment in this sector, although gross margins have slightly declined compared to the previous year [4] Group 2: Market Trends and Order Trends - The net profit attributable to shareholders increased due to a recovery in domestic semiconductor market demand, leading to improved orders, while the food industry saw a decrease in downstream customer demand [3] - The company is actively enhancing its market share in the domestic food industry despite reduced demand from downstream clients [4] Group 3: Competitive Advantages and Product Offerings - The company has established a comprehensive technical system for clean application materials and high-purity materials over more than 20 years, gaining recognition from domestic and international clients [3] - Key products include high and ultra-high vacuum components, which meet stringent requirements for semiconductor processes, and are widely used in various applications such as thin-film technology and hydrogen energy [5][6] Group 4: Future Strategies and Market Opportunities - The company aims to capitalize on the domestic semiconductor industry's shift towards local sourcing, with semiconductor products accounting for approximately 3%-5% of total chip factory investments and 5%-10% of semiconductor equipment procurement [6] - The global market for food industry products is estimated to exceed CNY 200 billion, with the domestic market around CNY 50 billion, indicating significant growth potential [6][7] - Future strategies include focusing on domestic brand market share in the food safety sector and increasing R&D investment in high-value pharmaceutical-grade pumps and valves to mitigate market risks [7]

其实各位投资者在集团嘉宾饭结束后将有提问时间休息本次会的嘉宾有新南映彩财务总监黄世华黄总新南映彩副总经理董事会秘书朱孟勇主总下面有请领导发言谢谢感谢各位线上的投资者然后那个我们三级报呢与那个上周刚披露出来 今天我们召开这样的一个业绩的交流会跟各位投资者做一个线上的交流首先还是请我们黄总对我们前三季度的一个整个的经营状况再做一下介绍后面我们再有一个这样子互动的环节先请黄总介绍一下我们前三季度的经营状况 各位投资者上午好下面又给大家简单介绍一下2024年度的公司前三季度的经营情况因为公司参与报已经披露了我这边是简单的对公司的分行业的情况做一个简单的说明2024年前三季度公司的营业收入是21.61亿去年大概同期是增长了9.35% 规模的经济论是1.98亿跟去年同期比是增长了17.63分行业的这边我大概做一个简单介绍食品内的话前三季度的一个收入是12.44亿去年同期是12.34亿较去年同期是增长了营业收入是增长了0.85%毛利率的话跟去年同期比是大概增长了1%左右 食品类的话主要是受益于公司的产能的瓶颈目前的话我们碧海的二期也在扩建当中计划的话可能会到明年的年底会厂房应该设备会建好医药类的话前三季度的话收入是2.4而 ...

Investment Rating - Buy (Upgraded) [1] Core Views - The company's performance continues to grow, with Q3 net profit under short-term pressure: In Q1-Q3 2024, the company achieved revenue of 2.161 billion yuan, a year-on-year increase of 9.4%, and net profit attributable to the parent company of 198 million yuan, a year-on-year increase of 17.6% [2] - The company's profitability remains high, with expense ratios flat year-on-year: In Q1-Q3 2024, the gross profit margin was 25.1%, a year-on-year decrease of 0.1 percentage points, and the net profit margin was 8.5%, a year-on-year increase of 0.6 percentage points [2] - Inventory and contract liabilities remain stable, with good cash flow collection: As of the end of Q3 2024, the company's contract liabilities were 138 million yuan, a year-on-year increase of 1%, and inventory was 1.576 billion yuan, a year-on-year increase of 2% [2] - The company is advancing domestic substitution in the semiconductor and food sectors, demonstrating growth potential: The company focuses on domestic substitution, with product R&D and capacity expansion in the semiconductor, food, and pharmaceutical sectors [3] Financial Forecasts and Valuation - Revenue is expected to grow from 2.620 billion yuan in 2022 to 4.744 billion yuan in 2026, with a compound annual growth rate (CAGR) of 16.1% [1] - Net profit attributable to the parent company is expected to grow from 344.79 million yuan in 2022 to 623.69 million yuan in 2026, with a CAGR of 16.0% [1] - EPS is expected to increase from 0.85 yuan per share in 2022 to 1.53 yuan per share in 2026 [1] - The P/E ratio is expected to decrease from 29.31 in 2022 to 16.20 in 2026 [1] Industry and Market Data - The global semiconductor industry is recovering, with Q4 2023-Q2 2024 global semiconductor sales increasing by 11.6%, 15.2%, and 18.3% year-on-year, respectively [3] - The domestic semiconductor equipment market is booming, with Q4 2023-Q1 2024 sales increasing by 90.8% and 113.4% year-on-year, respectively [3] - The domestic aseptic packaging market is expected to exceed 25 billion yuan by 2025, with significant growth potential in the dairy and beverage sectors [3] - The company's stock price has fluctuated between 15.90 yuan and 39.00 yuan over the past year, with a current price of 25.41 yuan [5] Financial Statements and Key Metrics - The company's total assets are expected to grow from 4.350 billion yuan in 2023 to 5.787 billion yuan in 2026 [9] - The company's liabilities are expected to decrease from 2.563 billion yuan in 2023 to 2.662 billion yuan in 2026 [9] - The company's ROE is expected to increase from 13.25% in 2023 to 20.01% in 2026 [10] - The company's ROIC is expected to increase from 9.04% in 2023 to 16.49% in 2026 [10]

Investment Rating - The report maintains a "Buy" rating for the company [1][2][6] Core Views - The company achieved a revenue of 2.161 billion yuan in the first three quarters of 2024, representing a year-on-year growth of 9.35%. The net profit attributable to shareholders was 198 million yuan, up 17.63% year-on-year [2] - In Q3 2024, the company reported a revenue of 743 million yuan, a year-on-year increase of 4.92% and a quarter-on-quarter increase of 1.92%. However, the net profit attributable to shareholders decreased by 0.18% year-on-year and 20.05% quarter-on-quarter [2] - The gross margin for the first three quarters of 2024 was 25.00%, a decrease of 0.14 percentage points year-on-year, while the net margin increased by 0.63 percentage points year-on-year [2] Financial Performance Summary - Revenue Forecast: The company is expected to achieve revenues of 2.960 billion, 3.589 billion, and 4.337 billion yuan for 2024, 2025, and 2026 respectively, with growth rates of 9%, 21%, and 21% [4][6] - Net Profit Forecast: The projected net profits for the same years are 302 million, 411 million, and 545 million yuan, with growth rates of 28%, 36%, and 33% respectively [4][6] - Valuation Metrics: The current price corresponds to a PE ratio of 34, 25, and 19 for the years 2024, 2025, and 2026 respectively [2][4][6] Market Data - As of October 25, 2024, the company's stock price is 25.41 yuan, with a market capitalization of approximately 10.36 billion yuan [2][6] - The stock has shown a performance of 39.5% over the last month, 35.4% over the last three months, but a decline of 23.2% over the last year [2]

Investment Rating - The report maintains a "Recommended" rating for the company, indicating a positive outlook based on its performance and market position [3]. Core Insights - The company achieved a revenue of 2.161 billion yuan in the first three quarters of 2024, representing a year-over-year increase of 9.35%. The net profit attributable to shareholders was 198 million yuan, up 17.63% year-over-year [1]. - The semiconductor components business remains the primary source of revenue growth, with a revenue of 447 million yuan in the first half of 2024, reflecting a significant year-over-year increase of 48.01% [1]. - The company has established itself as a key supplier in the semiconductor components sector, having received certifications from major semiconductor equipment manufacturers in the U.S. [1]. - The food business has shown stable performance, contributing 803 million yuan in revenue in the first half of 2024, with a slight year-over-year increase of 0.07% [1]. - The company is expected to achieve revenues of 3.091 billion yuan, 3.782 billion yuan, and 4.495 billion yuan for the years 2024, 2025, and 2026, respectively, with corresponding net profits of 273 million yuan, 416 million yuan, and 520 million yuan [2][4]. Financial Summary - For Q3 2024, the company reported a revenue of 743 million yuan, a year-over-year increase of 4.92%, but a decline in net profit to 58 million yuan, down 0.18% year-over-year [1]. - The gross margin for Q3 2024 was 23.92%, a decrease of 1.78 percentage points year-over-year, while the net profit margin was 7.74%, down 0.44 percentage points year-over-year [1]. - The company’s financial forecasts indicate a steady growth trajectory, with expected earnings per share increasing from 0.58 yuan in 2023 to 1.27 yuan by 2026 [4].

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company reported a revenue of 2.161 billion RMB for the first three quarters of 2024, representing a year-on-year increase of 9.35%. The net profit attributable to shareholders was 198 million RMB, up 17.63% year-on-year [1] - In Q3 2024, the company achieved a revenue of 743 million RMB, a year-on-year increase of 4.92%, but the net profit attributable to shareholders decreased by 0.18% year-on-year and 20.05% quarter-on-quarter [1] - The semiconductor components contributed to growth, while the food and pharmaceutical sectors remained stable [1] - The company has been actively repurchasing shares, indicating management's confidence in the business and long-term development [1] - The report highlights the strengthening logic of domestic semiconductor equipment independence due to export control measures from the US, Japan, and the Netherlands [1] Summary by Sections Financial Performance - For the first three quarters of 2024, the company achieved a gross margin of 25.00%, with a slight decline in Q3 2024 to 23.92%, down 1.88 percentage points quarter-on-quarter [1] - The company’s operating expenses ratio decreased slightly to 14.89% compared to 2023, with R&D expenses at 3.61%, down 0.46 percentage points from the end of 2023 [1] Future Projections - The company is expected to achieve net profits of 284 million RMB, 465 million RMB, and 654 million RMB for 2024, 2025, and 2026 respectively, with year-on-year growth rates of 20.50%, 63.48%, and 40.75% [2] - The estimated EPS for the same years is projected to be 0.70 RMB, 1.14 RMB, and 1.60 RMB [2] Valuation - The current stock price corresponds to a PE ratio of 36, 22, and 16 for the years 2024, 2025, and 2026 respectively [2]

昆山新莱洁净应用材料股份有限公司 《公司章程》修订对照表 公司根据最新颁布的《中华人民共和国公司法》《深圳证券交易所上市公司自律监管指引第 2 号—创业板上市公司规范运作》对 《公司章程》进行修订，具体如下： | 序号 | 原条款 | 修改后条款 | | --- | --- | --- | | 1 | 全文：股东大会 | 全文：股东会 | | 2 | 第八条 董事长为公司的法定代表人。 | 第八条 董事长为公司的法定代表人。董事长辞任的，视为同时辞去法定 | | | | 代表人。法定代表人辞任的，公司应当在法定代表人辞任之日起三十日 | | | | 内确定新的法定代表人。 | | 3 | 第十六条 公司股份的发行，实行公平、公正的原则，同种类的每一股份 | 第十六条 公司股份的发行，实行公平、公正的原则，同类别的每一股份 | | | 应当具有同等权利。 | 应当具有同等权利。 | | | 同次发行的同种类股票，每股的发行条件和价格应当相同；任何单位或 | 同次发行的同类别股票，每股的发行条件和价格应当相同；任何单位或 | | | 者个人所认购的股份，每股应当支付相同价额。 | 者个人所认购的股份，每股应当支付 ...

关于召开2024年第一次临时股东会的通知 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 昆山新莱洁净应用材料股份有限公司（以下简称"公司"或"新莱应材"）第六 届董事会第五次会议审议通过了《关于提议召开 2024 年第一次临时股东会的议 案》，定于 2024 年 11 月 13 日召开 2024 年第一次临时股东会，审议第六届董事 会第五次会议、第六届监事会第五次会议提交的相关议案。现就相关事项通知如 下： 证券代码：300260 证券简称：新莱应材 公告编号：2024-038 昆山新莱洁净应用材料股份有限公司 一、本次股东会召开的基本情况 1、股东会届次：2024年第一次临时股东会。 2、会议召集人：公司董事会。 3、会议召开的合法、合规性：公司第六届董事会第五次会议决定于2024年 11月13日召开2024年第一次临时股东会。本次股东会会议召开符合有关法律、行 政法规、部门规章、规范性文件和《公司章程》的规定。 4、会议召开日期、时间： （1）现场会议时间：2024年11月13日（星期三）下午14:30 （2）网络投票时间：2024年11月13日，其中： ①通 ...