证券代码：300285 证券简称：国瓷材料 公告编号：2026-013 山东国瓷功能材料股份有限公司 关于注销募集资金专项账户的公告 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。 一、募集资金基本情况 经中国证券监督管理委员会下发的证监许可[2020]2945 号《关于同意山东国瓷功 能材料股份有限公司向特定对象发行股票注册的批复》文件批复，公司于 2020 年 12 月向特定对象张曦发行股份 40,469,279 股，每股发行价格为 20.67 元，募集资金总额 为 836,499,996.93 元，根据有关规定扣除发行费用 14,196,669.12 元（不含税）后，实 际募集资金净额为 822,303,327.81 元。该募集资金已于 2020 年 12 月到位。上述资金 到位情况业经立信会计师事务所（特殊普通合伙）信会师报字[2020]第 ZC10603 号 《验资报告》验证。 二、募集资金的存放与管理情况 为了规范募集资金的管理和使用，保护投资者权益，公司遵循规范、安全、高 效、透明的原则，制定了《募集资金管理制度》，对募集资金的存储、审批、使用、 管理 ...

Group 1 - The core point of the article highlights that Jujie Microfiber has reached a 20% limit-up, indicating strong market performance [1] - Baichuan Co., Ltd. and China National Materials Technology have also hit the limit-up, reflecting positive investor sentiment [1] - Other companies such as Zhongtian Technology, Huazheng New Materials, Jiebang Technology, Xinzhoubang, Guoci Materials, and Ping An Electric have shown significant gains, following the upward trend [1]

Summary of Company and Industry Insights Company: Guocera Materials Key Points - **Stock Incentive Plan Announcement**: Guocera Materials announced a restricted stock incentive plan for 2026, proposing to grant 5.7606 million shares, which represents 0.58% of the total share capital. The initial grant will consist of 5.49 million shares, accounting for 95.3% of the total rights granted, with 270,600 shares reserved, representing 4.7% of the total rights granted [1][1][1] - **Incentive Recipients and Pricing**: The initial grant will be awarded to 61 individuals at a price of 15.23 yuan per share [1][1][1] - **Performance Assessment Targets**: The performance assessment targets for the release of the stock restrictions are based on the non-recurring net profit for 2025. The growth rates for the non-recurring net profit attributable to the parent company are set at no less than 10% for 2026 and 32% for 2027 [1][1][1] - **Confidence in Long-term Growth**: The stock incentive plan reflects the company's strong confidence in the growth of its core business and the successful advancement of new products such as sulfide electrolytes and silica powder [1][1][1] Additional Insights - **Performance Targets as a Baseline**: It is anticipated that the performance assessment targets will only represent a "baseline" level, given the context of high-quality growth in the core business and the synergy among various product lines, including shell + solid-state electrolytes and silica powder [2][2][2]

Summary of Conference Call Records Company and Industry Overview - **Industry**: New Materials and Semiconductor Materials - **Companies Mentioned**: Guoci Materials, Tianyue Advanced, Jingsheng Co., Zhongcai Technology, Feiliwa, Honghe Technology, International Composite Materials Key Points and Arguments Guoci Materials - Guoci Materials is identified as a new materials platform company with diverse downstream applications, demonstrating strong anti-cyclical capabilities and steady growth [1] - The company has developed ceramic shell products for commercial aerospace, achieving small batch market sales with current orders at 1 billion [1] - The unique characteristics of the domestic low-orbit satellite industry will impose high requirements for material autonomy, positioning Guoci Materials to benefit from market expansion due to its first-mover advantage [1] - The company is deeply investing in solid-state electrolytes, with the first production line of 50 tons expected to be completed by the end of January, exceeding the original plan of 30 tons; a second line with an annual capacity of 100 tons is projected to be completed by mid-2026, with products already validated by clients [1] Tianyue Advanced & Jingsheng Co. - The worst phase of the industry is considered to be over, with the competitive landscape gradually improving after years of intense competition [2] - Industry profitability has reached a natural clearing level, with substrate prices stabilizing; Tianyue's comprehensive gross margin has dropped below 20%, indicating limited room for further decline [2] - The restructuring of industry giant Wolfspeed is highlighted as a significant marker of the industry's bottom [2] - Jingsheng Co. anticipates substantial growth in its silicon carbide business by 2025, supported by a significant decrease in terminal prices, which will enhance penetration rates in energy-sensitive applications like electric drones [2] - The dual engines of energy transformation and AI are expected to drive future technological revolutions, with silicon carbide materials becoming foundational for achieving core development goals [2] - TSMC plans to apply 12-inch silicon carbide in advanced packaging Interposer projects by 2027, which could significantly disrupt the supply-demand dynamics in the industry [2] Zhongcai Technology & Others - Driven by increased demand for computing power, the upstream low-dielectric and low-expansion electronic fabrics are becoming critical bottlenecks, with mass production expected to begin in 2026, and a significant supply-demand gap anticipated throughout the year [2] - Overall, there is a current and projected supply shortage for 2026, with a potential shift towards supply-demand balance by 2028 [3] - In terms of product categories, first-generation fabrics are currently balanced, while second-generation and CTE fabrics are expected to see significant demand growth and supply gaps in 2026; Q fabrics are anticipated to ramp up in 2027, currently experiencing a weak balance [3]

Group 1 - The core point of the article is that Guocera Materials (300285.SZ) has announced a restricted stock incentive plan for 2026, proposing to grant 5.7606 million shares, which accounts for 0.58% of the company's total share capital at the time of the announcement [1] - The plan includes an initial grant of 5.4900 million shares and a reserve of 0.2706 million shares, with a grant price set at 15.23 yuan per share [1] - The validity period of the incentive plan will last from the date of stock grant until all granted shares are vested or become invalid, with a maximum duration of 48 months [1]

Core Viewpoint - The company, Guocera Materials (300285.SZ), has announced a restricted stock incentive plan for 2026, aiming to enhance employee motivation and retention through stock ownership [1] Group 1: Incentive Plan Details - The total number of restricted stocks to be granted is 5.7606 million shares, which represents 0.58% of the company's total share capital at the time of the announcement [1] - Of the total, 5.4900 million shares will be granted initially, with an additional 0.2706 million shares reserved [1] - The grant price for the restricted stocks is set at 15.23 yuan per share [1] Group 2: Plan Duration - The effective period of the incentive plan will last from the date of stock grant until all granted stocks are vested or become invalid, with a maximum duration of 48 months [1]

Group 1 - The company, Guoci Materials, held its sixth board meeting on February 8, 2026, to discuss the authorization for the board to handle matters related to the 2026 restricted stock incentive plan [1] - The meeting was conducted both in-person and via telecommunication [1] Group 2 - A notable trend in the A-share market is the emergence of young executives, including a 26-year-old who recently returned from studying at a prestigious American university and has taken on the roles of chairman and general manager [1] - The increasing presence of "post-00s" in significant positions poses a major challenge to meet investor expectations [1]

Group 1 - The company, Guoci Materials, announced an incentive plan on February 9, which involves granting restricted stocks to 61 individuals [1] - The total number of restricted stocks to be granted is 5.7606 million shares, representing 0.58% of the company's total share capital at the time of the announcement [1] - The grant price for the restricted stocks is set at 15.23 yuan per share, with a validity period of up to 48 months from the date of grant [1]

Group 1 - The core point of the article is that Guocera Materials (300285.SZ) has announced a restricted stock incentive plan for 2026, which aims to grant 5.7606 million shares, accounting for 0.58% of the company's total share capital at the time of the announcement [1] - The total number of individuals receiving the initial grant under this incentive plan is 61 [1] - The grant price for the restricted stock is set at 15.23 yuan per share [1]

山东国瓷功能材料股份有限公司 股权激励计划自查表 | 19 | 激励对象为董事、高管的，是否设立绩效考核指标作为激励对象行使权益 | 是 | | --- | --- | --- | | | 的条件 | | | 20 | 股权激励计划的有效期从授予日起计算是否未超过10年 | 是 | | 21 | 股权激励计划草案是否由薪酬与考核委员会负责拟定 | 是 | | | 股权激励计划披露完整性要求 | | | 22 | 股权激励计划所规定事项是否完整 | 是 | | | （1）对照《股权激励管理办法》的规定，逐条说明是否存在上市公司 | | | | 不得实行股权激励以及激励对象不得参与股权激励的情形；说明股权 | 是 | | | 激励计划的实施会否导致上市公司股权分布不符合上市条件 | | | | （2）股权激励计划的目的、激励对象的确定依据和范围 | 是 | | | （3）股权激励计划拟授予的权益数量及占上市公司股本总额的比例； | | | | 若分次实施的，每次拟授予的权益数量及占上市公司股本总额的比例 | | | | ；设置预留权益的，拟预留的权益数量及占股权激励计划权益总额的 比例；所有在有效期内的股权激励计 ...