证券代码：301149 证券简称：隆华新材 公告编号：2025-045 山东隆华新材料股份有限公司 2025 年第二次临时股东大会决议公告 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，并对其内容的真实性、准确性和完整性承担个别及连 带责任。 特别提示 1、 本次股东大会不存在变更、否决议案的情形； 2、 本次股东大会不涉及变更前次股东大会决议。 1、现场会议召开时间：2025 年 9 月 9 日（星期二）下午 13:30 2、网络投票时间：2025 年 9 月 9 日。其中： （1）通过深圳证券交易所交易系统进行网络投票的具体时间为：2025 年 9 月 9 日上午 9:15-9:25，9:30-11:30，下午 13:00-15:00； （2）通过深圳证券交易所互联网投票系统投票的具体时间为：2025 年 9 月 9 日上午 9:15 至下午 15:00 期间的任意时间。 （二）召开地点：公司会议室 （三）召开方式：采取现场投票与网络投票相结合 现场投票：包括本人出席及授权他人出席。 网络投票：公司通过深圳证券交易所交易系统和互联网投票系统向股东提供 网络 ...

山东隆华新材料股份有限公司 文康·法律意见书 法律意见书 山 东 文 康 律 师 事 务 所 山东省青岛市市南区香港中路 61 号甲远洋大厦 B 座 27 层 邮政编码：266071 E-MAIL：WINCON@WINCON.CN ：(0532)85766060 传真：(0532) 85786287 山东隆华新材料股份有限公司 文康·法律意见书 山东文康律师事务所 关于山东隆华新材料股份有限公司 2025 年第二次临时股东大会的 法律意见书 致山东隆华新材料股份有限公司： 山东文康律师事务所 关于山东隆华新材料股份有限公司 2025 年第二次临时股东大会的 山东文康律师事务所（以下简称"本所"）接受山东隆华新材料股份有限公 司（以下简称"公司"）的委托，指派张鼎新律师、刘会晴律师出席了公司于 2025 年 9 月 9 日召开的 2025 年第二次临时股东大会（以下简称"本次股东大 会"）。 现根据《中华人民共和国公司法》（以下简称"《公司法》"）《中华人民 共和国证券法》（以下简称"《证券法》"）和《上市公司股东会规则》（以下 简称"《股东会规则》"）、《深圳证券交易所上市公司股东会网络投票实施细 则》（以下 ...

Core Viewpoint - The company announces the resignation of non-independent director and vice chairman Qi Chunqing due to internal work adjustments, while she will continue to serve as deputy general manager and financial director [1] Group 1 - Qi Chunqing applied to resign from her positions as non-independent director and vice chairman, as well as from the strategic committee and the remuneration and assessment committee [1] - The company will hold a staff representative meeting on September 9, 2025, to elect Xue Ronggang as the employee representative director of the fourth board of directors, whose term will last until the end of the fourth board's term [1] - Xue Ronggang will join the current non-employee representative directors to form the fourth board of directors [1]

Core Insights - The meeting held by the Zibo Municipal Government focused on the innovation and development of the polyurethane industry in Shandong, highlighting the importance of building leading advantages in this sector [1] Company Overview - Longhua New Materials Co., Ltd. specializes in the research, production, and sales of polyether polyols, polymer polyols, and end-amino polyethers, aiming to serve the global market with innovative and reliable products [3] - The company holds a leading position in the polymer polyol (POP) sector, possessing multiple invention and utility model patents [3] Technological Advancements - Longhua New Materials has developed a proprietary technology for producing POP without the need for chain transfer agents, addressing two major technical bottlenecks in the domestic industry: water thickening and viscosity control [3] - This breakthrough fills a domestic technological gap and achieves international leading standards, enhancing production efficiency and reducing costs [3] Market Position - Longhua New Materials holds approximately 30% of the national market share in polymer products, ranking first in the industry [3] - The company has established long-term strategic partnerships with several internationally renowned enterprises, actively participating in the global value chain [3] Future Outlook - Longhua New Materials plans to deepen global R&D collaboration and promote innovation in polyurethane materials, aiming to become a global strategic partner in the polyurethane industry chain [3]

Core Viewpoint - The meeting highlighted the innovation and development of the polyurethane industry in Zibo, showcasing its leading advantages and the establishment of a complete industrial chain [1][3]. Group 1: Industry Development - Zibo is one of the earliest regions in China to introduce polyurethane raw material production technology, with a leading domestic technical level and several leading enterprises such as Sinochem Dongda, Yinuowei, and Longhua New Materials [3]. - The Zibo polyurethane industry chain is comprehensive, covering various types of polyether polyols, polyester polyols, polymer polyols, polyurethane compounds, prepolymers, thermoplastic elastomers, and downstream applications like pipeline insulation materials and plastic track engineering services [3]. Group 2: Economic Performance - In the first half of 2025, 24 large-scale polyurethane enterprises in Zibo achieved a total operating income of 17.6 billion yuan [3]. Group 3: Future Plans - Zibo plans to implement five major projects focusing on expanding advantages, extending the industrial chain, promoting key projects, enhancing innovation capabilities, and building industry brand [4].

Group 1 - Longhua New Materials (301149.SZ) plans to issue convertible bonds to unspecified investors, with a total fundraising target not exceeding 960 million yuan [1] - The funds raised will be allocated to three projects, including a 200 million yuan investment in the end amino polyether technology transformation project and a 560 million yuan investment in the construction of an environmentally friendly polyether series product project [1] - The convertible bonds will have a priority subscription for existing shareholders, who may waive this right [1] Group 2 - In the first half of 2025, the company reported revenue of 2.83 billion yuan, a year-on-year increase of 2.00%, while net profit attributable to shareholders decreased by 15.94% to 76.1 million yuan [2] - The net profit after deducting non-recurring gains and losses was 66.9 million yuan, down 19.68% compared to the same period last year [2] - The net cash flow from operating activities significantly declined by 78.33% to 9.48 million yuan [2]

Core Viewpoint - Longhua New Materials (隆华新材) plans to issue convertible bonds to unspecified investors, with a total fundraising target of up to 960 million yuan, aimed at financing several projects related to polyether production [1][2]. Group 1: Convertible Bond Issuance - The convertible bonds will be issued at face value of 100 yuan each, with a maturity of six years from the issuance date [1]. - The initial conversion price will be determined based on the average trading price of the company's A-shares over the 20 trading days prior to the announcement [1]. - The issuance will be authorized by the company's shareholders' meeting, and the final interest rate will be negotiated with the underwriters based on market conditions [1][2]. Group 2: Fundraising Allocation - The total investment for the projects funded by the bond issuance is 110 million yuan, with 96 million yuan expected to be raised through this issuance [3]. - Specific projects include: - End Amino Polyether Technological Transformation Project: 20 million yuan - 80,000 tons/year End Amino Polyether Project (Phase II): 30 million yuan - 200,000 tons/year Environmentally Friendly Polyether Series Product Construction Project: 60 million yuan [3]. Group 3: Shareholder Information - Existing shareholders will have priority in the bond issuance, but they can waive this right [3]. - The bonds will not be secured, and a qualified credit rating agency will conduct credit ratings and annual tracking reports during the bond's term [3]. Group 4: Company Financial Performance - For the first half of 2025, the company reported revenue of 2.83 billion yuan, a year-on-year increase of 2% [6][7]. - The net profit attributable to shareholders decreased by 15.94% to 76.1 million yuan, while the net profit after excluding non-recurring gains and losses fell by 19.68% to 66.9 million yuan [6][7]. - The net cash flow from operating activities dropped significantly by 78.33% to 948,080 yuan [6][7].

Group 1 - Company plans to issue convertible bonds to raise up to 960 million yuan for expanding polyether production capacity [1] - The fundraising projects include technical transformation of amino-terminated polyether, phase II of the 80,000 tons/year amino-terminated polyether project, and a new 200,000 tons/year environmentally friendly polyether series product construction project [1] - Current production capacity of amino-terminated polyether is 40,000 tons/year, and the expansion will increase total capacity to 140,000 tons/year [1] Group 2 - In the first half of 2025, the company reported a slight increase in revenue but a decline in profit [2] - Revenue reached 2.832 billion yuan, a year-on-year increase of 2.00%, while net profit attributable to shareholders fell by 15.94% to 76.1014 million yuan [2] - The core product, polyether polyol, generated revenue of 2.774 billion yuan, up 5.84%, but the cost of goods sold increased by 6.23%, leading to a slight decrease in gross margin [2]

Core Viewpoint - 隆华新材 (301149) reported mixed financial results for the first half of 2025, with a slight increase in total revenue but a significant decline in net profit compared to the previous year. Financial Performance Summary - Total revenue for the first half of 2025 reached 2.832 billion yuan, a year-on-year increase of 2.0% [1] - Net profit attributable to shareholders was 76.1014 million yuan, down 15.94% year-on-year [1] - In Q2 2025, total revenue was 1.323 billion yuan, a decrease of 7.05% year-on-year, while net profit dropped 55.6% to 18.9767 million yuan [1] - The gross profit margin was 4.55%, a decrease of 1.73% year-on-year, and the net profit margin was 2.69%, down 17.59% [1] - Total operating expenses (selling, administrative, and financial expenses) amounted to 42.5465 million yuan, accounting for 1.5% of revenue, an increase of 19.83% year-on-year [1] Balance Sheet Highlights - Accounts receivable increased significantly by 74.10% to 121 million yuan, indicating a larger volume of receivables [1][2] - Cash and cash equivalents decreased by 44.36% to 278 million yuan, attributed to increased investments in bank wealth management [1] - Interest-bearing liabilities rose by 7.48% to 830 million yuan [1] Cash Flow Analysis - Operating cash flow per share fell to 0.02 yuan, a decrease of 78.33% year-on-year, primarily due to increased inventory and material payments [1][5] - Net cash flow from financing activities decreased by 97.26%, reflecting loan repayments [6] - The net increase in cash and cash equivalents dropped by 755.26%, also due to loan repayments [7] Investment and R&D Insights - R&D expenditure increased by 79.61%, indicating a focus on enhancing research and development capabilities [4] - The company is investing in a project to expand production capacity for polyether polyols, with construction work increasing by 58.31% [3] Business Model and Market Position - The company's return on invested capital (ROIC) was 7.15%, indicating average capital returns, with a historical median ROIC of 13.66% since its listing [8] - The business model relies heavily on capital expenditures, necessitating careful evaluation of the profitability of these investments [8] - Analysts project a net profit of 188 million yuan for 2025, with an average earnings per share estimate of 0.4 yuan [8]

Group 1 - The core point of the article is that Shandong Longhua New Materials Co., Ltd. has conducted a self-examination regarding any penalties or regulatory measures taken by securities regulatory authorities and exchanges in the past five years, confirming that there have been none [1] - The self-examination is a crucial step for the company to smoothly proceed with the issuance of convertible bonds to unspecified objects, indicating the company's commitment to regulatory compliance [1] - The announcement serves as a positive signal to the market about the company's standardized operations [1]