2025 年第一次临时股东大会决议公告 证券代码：300699 证券简称：光威复材 公告编号：2025-040 威海光威复合材料股份有限公司 1、本次股东大会未出现否决议案的情形； 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 1、 会议召开方式：本次会议以现场投票与网络投票相结合的方式召开。 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 特别提示： 2、 现场会议召开时间：2025 年 9 月 17 日（星期三）下午 14：30 3、 网络投票时间：通过深圳证券交易所交易系统进行网络投票的时间为： 2025 年 9 月 17 日上午 9:15—9:25，9:30-11:30，下午 13:00—15:00；通过互 联网投票的时间为：2025 年 9 月 17 日上午 9:15 至 2025 年 9 月 17 日下午 15:00 期间的任意时间。 4、 现场会议召开地点：公司会议室 5、 会议召集人：公司董事会 6、 会议主持人：董事长卢钊钧 7、 股东出席情况 （1）股东出席的总体情况 通过现场和网络投票的股东 670 人，代 ...

北京植德律师事务所 法律意见书 植德京(会)字[2025] 0128 号 二〇二五年九月 北京市东城区东直门南大街 1 号来福士中心办公楼 12 层 邮编：100007 12 th Floor, Raffles City Beijing Office Tower, No.1 Dongzhimen South Street, Dongcheng District, Beijing 100007 P.R.C 电话(Tel)：010-56500900 传真(Fax)：010-56500999 www.meritsandtree.com 北京植德律师事务所 关于威海光威复合材料股份有限公司 2025 年第一次临时股东大会的 法律意见书 植德京(会)字[2025] 0128 号 关于威海光威复合材料股份有限公司 2025 年第一次临时股东大会的 2．本所律师无法对网络投票过程进行见证，参与本次会议网络投票的股东 资格、网络投票结果均由深圳证券交易所交易系统和互联网投票系统予以认证； 1 3．本所律师已经按照《股东会规则》的要求，对贵公司本次会议所涉及的 相关事项进行了必要的核查和验证，所发表的结论性意见合法、准确，不存 ...

Summary of Key Points Core Viewpoint - Harmony Health Insurance is continuously shrinking its investment portfolio, particularly through share reductions in Wanda Information, indicating a strategic shift in its investment approach [2][5][10]. Group 1: Share Reduction Activities - On September 14, Wanda Information announced that Harmony Health plans to reduce its stake by up to 3% within three months, potentially lowering its ownership from nearly 5% to below 2% [2]. - This reduction could yield approximately 317 million yuan based on the closing price of 7.33 yuan per share on September 15 [2]. - Harmony Health has already executed multiple share reductions in Wanda Information this year, totaling over 660 million yuan in cash from three separate transactions [6][8][10]. Group 2: Financial Performance of Wanda Information - Wanda Information has faced significant financial challenges, with net profits from 2020 to 2024 showing losses of 12.92 billion yuan, 0.69 billion yuan, 2.9 billion yuan, 8.99 billion yuan, and 6.86 billion yuan, respectively [10]. - In the first half of 2025, Wanda Information reported a further loss of 2.99 billion yuan, continuing its trend of poor financial performance [10]. Group 3: Investment History and Future Prospects - Harmony Health initially acquired a significant stake in Wanda Information in late 2020 through a judicial auction, investing approximately 2.334 billion yuan at a cost of 19.92 yuan per share [11]. - The stock price has since declined by over 60%, with the current price at 7.42 yuan per share as of September 16 [11]. - Harmony Health has also invested in other companies, including a 2 billion yuan investment in Moer Thread and Changxin Storage, both of which are in the critical phase of their IPO processes [5][21][23].

Summary of Key Points from the Conference Call Industry Overview - The conference call primarily discusses the **China Industrials** sector, focusing on various companies within the electric components and battery supply chain industries. Core Insights and Arguments 1. **Company Ratings and Market Performance**: - **Hongfa (600885.SS)**: Rated as "Buy" with a market cap of Rmb 38,479 million and a target price of Rmb 36.50, indicating a 38% upside [3][5] - **LOPAL-H (2465.HK)**: Also rated "Buy", with a market cap of Rmb 6,913 million and a target price of Rmb 15.00, showing a 36% upside [3][5] - **CSSC (600150.SS)**: Rated "Buy", market cap of Rmb 171,652 million, target price of Rmb 45.50, with a 19% upside [3][7] - **Ronbay (688005.SS)**: Rated "Neutral", market cap of Rmb 20,698 million, target price of Rmb 26.00, indicating a -10% downside [3][6] 2. **Financial Metrics**: - **P/E Ratios**: Companies like Hongfa and CSSC have P/E ratios of 20x and 23x respectively for 2026E, while Ronbay has a significantly higher P/E of 175x for 2025E [3][5][6] - **ROE**: CSSC shows a ROE of 14% for 2026E, while Hongfa has a ROE of 18% for the same year [3][5][7] 3. **Profit Forecasts**: - **Net Profit Estimates**: Hongfa's net profit is projected to grow from Rmb 1,921 million in 2025E to Rmb 2,556 million in 2027E, reflecting a growth trajectory [3][5] - **Consensus vs. UBS Estimates**: For CSSC, UBS estimates a net profit of Rmb 1,479 million in 2026E, which is 35% higher than the consensus estimate [3][7] 4. **Comparative Analysis**: - The report includes a comparative analysis of various companies in the electric components and battery supply chain sectors, highlighting differences in market cap, P/E ratios, and growth rates [5][6][7] Additional Important Insights 1. **Market Trends**: - The electric components sector is experiencing a shift towards more sustainable and efficient technologies, with companies like CATL leading in solid-state battery innovations [8][9] - The battery supply chain is under pressure with limited pricing opportunities, as indicated by the correlation between production schedules and battery index performance [11] 2. **Investment Risks**: - Companies like Nuode (600110.SH) and Yinghe (300457.SZ) are rated "Sell" due to significant projected declines in net profit and high P/E ratios, indicating potential investment risks [3][5][6] 3. **Future Catalysts**: - The potential for solid-state batteries in various applications, including electric vehicles, is highlighted as a significant growth driver for the industry [9][10] 4. **Sector Performance**: - The overall performance of the China Industrials sector is closely monitored, with specific attention to the electric components and battery supply chain segments, which are expected to see varying levels of growth and profitability [3][4][6] This summary encapsulates the key points discussed in the conference call, providing a comprehensive overview of the current state and future outlook of the China Industrials sector, particularly focusing on electric components and battery supply chains.

Core Viewpoint - The gas diffusion layer (GDL) industry is closely related to the demand for fuel cells, with significant growth driven by government policies promoting hydrogen fuel cell vehicles in China. The market size of the GDL industry is expected to reach 1.258 billion yuan in 2024, reflecting a year-on-year increase of 52.4% [1][10]. Industry Overview - The gas diffusion layer is a critical component in fuel cells, providing uniform diffusion channels for gaseous reactants and managing water flow [3][4]. - The GDL is primarily composed of materials such as carbon fiber paper and carbon fiber woven fabric, each with distinct performance characteristics under varying humidity conditions [4][6]. Market Size and Growth - The GDL industry in China is projected to grow significantly, with a market size of 1.258 billion yuan in 2024, up 52.4% year-on-year [1][10]. - The carbon fiber production in China is expected to reach 59,044 tons in 2024, marking an 8.2% increase, while the carbon fiber paper market size is anticipated to be 620 million yuan, up 6.9% [6][7]. Competitive Landscape - The GDL market has been historically dominated by foreign companies, with domestic production rates currently below 10%. However, this is expected to improve in the coming years [10][11]. - Key domestic companies in the GDL sector include Carbon Energy Technology Co., Ltd., Shandong Renfeng Special Materials Co., Ltd., and Hunan Jinbo Carbon Co., Ltd. [10][11]. Development Trends - Technological innovation is expected to lead to performance breakthroughs in GDL materials, with advancements in nanotechnology and new low-cost materials enhancing efficiency [15]. - Cost reduction is a critical focus for the GDL industry, with efforts to optimize production processes and supply chains to lower overall costs [15][16]. - The market is anticipated to become more competitive and diversified as new entrants leverage technological advancements and cost control strategies [16].

Group 1 - The stock price of Guangwei Composites has declined by 3.36% on September 3, reaching 29.95 CNY per share, with a trading volume of 578 million CNY and a turnover rate of 2.32%, resulting in a total market capitalization of 24.899 billion CNY. The stock has experienced a continuous decline for four days, with a cumulative drop of 7.22% during this period [1] - Guangwei Composites, established on February 5, 1992, and listed on September 1, 2017, specializes in the research, production, and sales of carbon fiber, carbon fiber fabrics, carbon fiber prepregs, carbon fiber composite products, and core production equipment for carbon fiber. The revenue composition of its main business includes: carbon fiber and fabrics 52.93%, carbon beams 30.73%, prepregs 9.27%, products and others 6.58%, and other (supplementary) 0.49% [1] Group 2 - According to data from the top ten holdings of funds, one fund under Huaxia Fund has a significant position in Guangwei Composites. The Huaxia Specialized and New Mixed Initiation A Fund (018916) held 25,400 shares in the second quarter, unchanged from the previous period, accounting for 5.45% of the fund's net value, ranking as the fourth-largest holding. The estimated floating loss today is approximately 26,400 CNY, with a total floating loss of 59,200 CNY during the four-day decline [2] - The Huaxia Specialized and New Mixed Initiation A Fund (018916) was established on September 12, 2023, with a latest scale of 13.5564 million CNY. Year-to-date returns are 17.98%, ranking 4171 out of 8180 in its category; the one-year return is 51.52%, ranking 2373 out of 7967; and since inception, the return is 27.47% [2] - The fund manager of Huaxia Specialized and New Mixed Initiation A Fund is Tang Mingzhen, who has been in the position for 1 year and 358 days. The total asset scale during his tenure is 280 million CNY, with the best fund return being 74.06% and the worst being 12.67% [2]

Core Viewpoint - A group of Shenzhen-listed companies is leveraging advanced material technology to support China's transition from "catching up" to "keeping pace" and "leading" in high-quality manufacturing [1] Capital Market Empowerment - Companies like Guangwei Composite Materials have utilized nearly 1 billion yuan raised from their IPO to establish carbon fiber production lines and a composite materials R&D center, leading to product upgrades and optimized industrial layout [1] - Jinli Permanent Magnet has seen its revenue grow from 1.7 billion yuan in 2019 to 6.7 billion yuan in 2024, a nearly threefold increase, while total assets rose from 2.8 billion yuan to 12.3 billion yuan, a 3.4-fold increase [2] - CITIC Special Steel became the largest specialized steel company in the A-share market after its restructuring in 2019, enhancing its competitiveness in high-end steel markets through capital raising [2] Autonomous Core Competence - Companies are determined to overcome foreign technology blockades, achieving a shift from dependency to self-sufficiency in high-end materials [3] - Guangwei Composite Materials has become a leading supplier of carbon fiber materials for military applications in China [3] - Jinli Permanent Magnet has reduced rare earth usage by 50% to 70% through its core technology, leading to a projected 90% product share in 2024 [3] - CITIC Special Steel has maintained a leading position in the production of high-end bearing steel for over a decade [3] Innovation "Moat" - Guangwei Composite Materials has maintained R&D investment above 8.5% for five years, with over 931 authorized intellectual property certificates [5] - Jinli Permanent Magnet's R&D expenses reached 321 million yuan in 2024, accounting for 4.74% of revenue, with 127 patents in various stages of approval [6] - CITIC Special Steel has participated in multiple national key technology projects and has been awarded numerous national and industry-level technology advancement awards [6] High-Growth Pathways - Companies are aligning their development paths with national strategies, focusing on high-demand areas under the "dual carbon" goals and new industrialization [7] - Guangwei Composite Materials is applying carbon fiber in wind turbine blades, while Jinli Permanent Magnet is supplying permanent magnet materials for new energy vehicles [7] - CITIC Special Steel is developing green special steel for wind power, photovoltaics, and hydrogen energy [7] - The collective efforts of these companies reflect the high-quality development of China's material industry and the significant role of the capital market in supporting technological innovation [7]

Core Viewpoint - The new materials industry in China is experiencing significant innovation and development, contributing to the country's economic growth and technological independence [1][2]. Group 1: Industry Development - The new materials sector is crucial for addressing "bottleneck" technologies and supporting the development of major national projects, receiving high-level attention and strategic planning from the government [2][6]. - In January 2024, the Ministry of Industry and Information Technology and six other departments issued guidelines emphasizing "future materials" as a key area for innovation and development [2]. - A number of listed companies in Shenzhen are focusing on critical areas such as carbon fiber, rare earth permanent magnets, and high-end special steel, aiming to build a self-sufficient industrial ecosystem [2][3]. Group 2: Company Examples - Weihai Guangwei Composite Materials Co., Ltd. has achieved full domestic production of carbon fiber, breaking international monopolies and expanding into new applications through significant R&D investment [3][4]. - Jiangxi Jinli Permanent Magnet Technology Co., Ltd. leads in high-performance neodymium-iron-boron production and has strategically entered the robotics rotor business, leveraging patents and equity incentives for material upgrades [3]. - CITIC Pacific Special Steel Group has developed a range of special steel products and is committed to green and low-carbon practices, contributing to the industry's advancement [3]. Group 3: Capital Market Support - The capital market plays a vital role in supporting new materials companies in overcoming technical challenges and expanding their scale, acting as a "booster" and "incubator" for the industry [6][7]. - Jinli Permanent Magnet has utilized capital market resources for strategic acquisitions, enhancing its supply chain and ensuring sustainable development [6]. - CITIC Special Steel has raised funds through convertible bonds to support key projects aimed at optimizing its product system and enhancing competitiveness in the high-end steel market [6][7]. Group 4: Future Outlook - Companies are committed to leveraging diverse capital market tools to empower technological innovation and industrial upgrades, aiming for breakthroughs in "bottleneck" technologies and enhancing global competitiveness [7]. - The focus on green and intelligent manufacturing, along with the pursuit of differentiated product advantages, is expected to strengthen the resilience and core competitiveness of companies in the new materials sector [7].

Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on September 17, 2025, at 14:30, combining on-site voting and online voting [1][2] - The online voting will be available through the Shenzhen Stock Exchange trading system from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the same day [1][2] Eligibility and Attendance - All shareholders registered with the China Securities Depository and Clearing Corporation Limited Shenzhen Branch by the close of trading on September 10, 2025, are eligible to attend the meeting [2][3] - Shareholders can appoint proxies to attend and vote on their behalf, and the proxy does not need to be a shareholder [2][3] Voting Procedures - Voting will be non-cumulative, and shareholders must choose either on-site voting or online voting for the same voting right [2][4] - Specific procedures for online voting will be provided, including the requirement for identity verification through the Shenzhen Stock Exchange [4][5] Documentation and Registration - Shareholders must present valid identification and relevant documents for registration to attend the meeting [3][6] - Registration via mail or fax is available for remote shareholders, with a deadline of September 15, 2025, at 17:00 [4][5] Proposals for Discussion - The meeting will include proposals for voting, including the election of non-independent directors for the fourth board of directors [7]

证券代码：300699 证券简称：光威复材 公告编号：2025-039 威海光威复合材料股份有限公司 关于召开 2025 年第一次临时股东大会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 威海光威复合材料股份有限公司（以下简称"公司"）经 2025 年 8 月 15 日召开的第四届董事会第十一次会议审议通过，决定于 2025 年 9 月 17 日召开 2025 年第一次临时股东大会，现将本次股东大会的有关事宜通知如下： 一、召开会议的基本情况 1、 股东大会届次：2025 年第一次临时股东大会 2、 股东大会的召集人：公司董事会。经公司第四届董事会第十一次会议审 议通过，决定于 2025 年 9 月 17 日以现场表决结合网络投票的方式召开 2025 年 第一次临时股东大会。 3、 会议召开的合法、合规性：本次股东大会的召集、召开程序符合法律、 行政法规、深圳证券交易所相关业务规则以及《威海光威复合材料股份有限公司 章程》（以下简称"《公司章程》"）等规定。 4、 会议召开的日期、时间： 现场会议召开时间：2025 年 9 月 17 日下午 14:3 ...