关于万凯新材料股份有限公司 向不特定对象发行可转换公司债券之 上市保荐书 保荐机构 （北京市朝阳区建国门外大街 1 号国贸大厦 2 座 27 层及 28 层） 2023 年 8 月 万凯新材料股份有限公司 上市保荐书 深圳证券交易所： 中国国际金融股份有限公司（以下简称"保荐机构"、"本机构"或"中金公司"） 接受万凯新材料股份有限公司（以下简称"万凯新材"、"发行人"或"公司"）的委 托，就发行人向不特定对象发行可转换公司债券并在创业板上市事项（以下简称"本次 发行"）出具本上市保荐书。 保荐机构及其保荐代表人根据《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》"）、《证券发行上市保荐业务管 理办法》（以下简称"《保荐办法》"）、《上市公司证券发行注册管理办法》（以下 简称"《注册管理办法》"），以及《深圳证券交易所创业板股票上市规则》（以下简 称"《上市规则》"）、《深圳证券交易所股票发行上市审核业务指引第 2 号——上市 保荐书内容与格式》（以下简称"《指引第 2 号》"）等法律法规和中国证券监督管理 委员会（以下简称"中国证监会"）、深圳证券交易所（ ...

关于万凯新材料股份有限公司 向不特定对象发行可转换公司债券之 发行保荐书 保荐机构 （北京市朝阳区建国门外大街 1 号国贸大厦 2 座 27 层及 28 层） 2023 年 8 月 万凯新材料股份有限公司 发行保荐书 关于万凯新材料股份有限公司 向不特定对象发行可转换公司债券之发行保荐书 中国证券监督管理委员会、深圳证券交易所： 万凯新材料股份有限公司（以下简称"万凯新材"、"发行人"或"公司"）拟申 请向不特定对象发行可转换公司债券募集资金总额不超过人民币 27 亿元（含 27 亿元） （以下简称"本次证券发行"、"本次发行"或"向不特定对象发行可转换公司债 券"），并已聘请中国国际金融股份有限公司（以下简称"中金公司"）作为本次证券 发行的保荐机构（以下简称"保荐机构"或"本机构"）。 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》"）、《证券发行上市保荐业务管理办法》（以下简 称"《保荐办法》"）、《上市公司证券发行注册管理办法》（以下简称"《注册管理 办法》"）、《发行证券的公司信息披露内容与格式准则第 27 号——发行保荐书和发 行保荐工作报 ...

证券代码：301216 证券简称：万凯新材 公告编号：2023-078 万凯新材料股份有限公司 关于向不特定对象发行可转换公司债券申请获得 深圳证券交易所上市审核委员会审核通过的公告 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。 2023 年 8 月 18 日，深圳证券交易所上市审核委员会召开 2023 年第 65 次审议会 议，对万凯新材料股份有限公司（以下简称"公司"）向不特定对象发行可转换公司 债券的申请进行了审核。根据会议审核结果，公司本次向不特定对象发行可转换公司 债券的申请符合发行条件、上市条件和信息披露要求。 公司本次向不特定对象发行可转换公司债券事项尚需履行中国证券监督管理委 员会（以下简称"中国证监会"）的注册程序，公司将在收到中国证监会作出的予以 注册或不予注册的决定文件后另行公告。公司将根据该事项的进展情况及时履行信 息披露义务，敬请广大投资者注意投资风险。 特此公告。 万凯新材料股份有限公司董事会 2023 年 8 月 19 日 1 ...

证券代码：301216 证券简称：万凯新材 编号：2023-004 √特定对象调研 □分析师会议 □媒体采访 □业绩说明会 投资者关系活 □新闻发布会 □路演活动 动类别 √现场参观 □电话会议 □其他： （请文字说明其他活动内容） 参与单位名称 广发证券邓先河 国泰君安钟浩 东方证券倪吉 天风证券唐婕 东方证券 顾雪莺 民生证券李金凤 兴业证券王荣青 山伦咨询郝一鸣 及人员姓名 时间 2023 年 5 月 23 日 地点 海宁 公司接待人员 董事长沈志刚，财务总监兼董事会秘书高强，证券事务代表陶焕军，投 资者关系总监孟锦晶 姓名 | --- | |----------------------------------------------------------------| | 一、 公司天然气制乙二醇项目的成本及建设情况？ | | 答：公司下属子公司正达凯"年产 120 万吨 MEG 联产 10 | | DMC 新材料项目"目前正在按计划建设中，该项目投产后，将用于满 | | 足重庆万凯对 MEG 的需求，有效提升公司对上游主要原材料的自主把 | | 控能力，减少公司对 MEG 的外部采购依赖。根据公司 ...

证券代码：301216 证券简称：万凯新材 万凯新材上市公司投资者关系活动记录表 编号：2023-003 □特定对象调研 □分析师会议 □媒体采访 □业绩说明会 投资者关系活 □新闻发布会 □路演活动 动类别 □现场参观 电话会议 □其他： （请文字说明其他活动内容） 博时基金(国际)有限公司 甘蕾、汪灿；Loyal Valley Capital Group 孔德明； PinPoint Group Daniel；中信建投证券股份有限公司 刘岚；东证融汇证券资产 管理有限公司 周威；格林基金管理有限公司 张子策； 海通证券股份有限公 司 朱军君、胡歆 参与单位名称 及人员姓名 时间 2023 年 5 月 5 日 地点 海宁 公司接待人员 财务总监兼董事会秘书高强，证券事务代表陶焕军，投资者关系总监孟 锦晶 姓名 | --- | |---------------------------------------------------------------| | 一、 请介绍一下公司一季度的情况 | | 答：公司 2023 年一季度营业收入 43.90 亿元，归属于上市公司股东 | | 净利润 2.04 亿元，相 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥4,389,618,028.44, a decrease of 2.95% compared to ¥4,523,185,642.85 in the same period last year[5] - Net profit attributable to shareholders was ¥203,973,753.48, down 29.15% from ¥289,002,695.56 year-on-year[5] - The net profit excluding non-recurring gains and losses was ¥169,023,819.43, representing a 39.28% decline from ¥278,373,082.02 in the previous year[5] - The basic earnings per share decreased by 47.32% to ¥0.59 from ¥1.12 in the same period last year[5] - Operating profit for the first quarter was CNY 265,514,275.36, down from CNY 365,468,106.09, reflecting a decline of 27.4% year-over-year[28] - The company reported a net profit margin of approximately 4.77% for the first quarter of 2023, down from 7.66% in the same period last year[26] - The total profit for the first quarter was CNY 265,493,136.83, down from CNY 365,767,651.20, reflecting a decline of 27.4% year-over-year[28] Cash Flow and Liquidity - Cash flow from operating activities showed a significant decline, with a net outflow of ¥353,410,385.79 compared to a net inflow of ¥92,099,913.63 in Q1 2022, marking a 478.92% decrease[5] - The company's cash and cash equivalents decreased to RMB 3.47 billion from RMB 3.93 billion at the beginning of the year, a decline of about 11.68%[22] - The net cash flow from operating activities was negative at CNY -353,410,385.79, compared to a positive CNY 93,267,855.72 in the same quarter last year[29] - Financing activities generated a net cash inflow of CNY 617,791,140.92, a decrease from CNY 3,215,334,911.54 in the previous year[30] - The net cash flow from financing activities decreased by 80.79% to ¥617,791,140.92 compared to ¥3,215,334,911.54 in the same period last year, primarily due to the absence of IPO fundraising[13] Assets and Liabilities - The total assets at the end of Q1 2023 were ¥12,407,384,053.64, reflecting a 2.74% increase from ¥11,023,966,174.39 at the end of the previous year[5] - As of March 31, 2023, total current assets amounted to RMB 8.49 billion, an increase from RMB 8.28 billion at the beginning of the year, reflecting a growth of approximately 2.54%[23] - The company's total liabilities as of March 31, 2023, were RMB 6.79 billion, up from RMB 6.39 billion at the beginning of the year, indicating an increase of about 6.34%[24] Research and Development - Research and development expenses increased by 219.30% to ¥28,657,322.28 from ¥8,975,136.93 in the previous year, indicating a focus on innovation[11] - Research and development expenses for the first quarter of 2023 were RMB 28.66 million, significantly higher than RMB 8.98 million in the same period last year, representing an increase of approximately 219.5%[26] Shareholder Information - The total number of common shareholders at the end of the reporting period is 36,354[15] - Zhejiang Zhengkai Group Co., Ltd. holds 35.13% of shares, totaling 120,639,328 shares[15] - The top ten shareholders collectively hold significant stakes, with the largest shareholder holding over 35%[15] - The company has a total of 267,784,053 shares subject to lock-up agreements, with 111,130,351 shares released during the reporting period[19] - The company plans to unlock 10,369,953 shares from strategic placement, which were fully released during the reporting period[19] - The company has a total of 43,110,125 shares from other pre-IPO shareholders, with 29,540,125 shares released[19] - The company’s actual controller is Shen Zhigang, who also controls Zhejiang Zhengkai Group Co., Ltd.[16] - The company has no preferred shareholders as of the reporting period[17] - The company has a total of 0 shares in the category of preferred stock at the end of the reporting period[17] - The company has a lock-up expiration date for major shareholders set for September 29, 2025[18] Investment Activities - The company reported a significant increase in investment income, which rose by 182.29% to ¥37,131,165.83 from ¥13,153,536.02 year-on-year[11] - The company recorded an investment income of CNY 37,131,165.83, compared to CNY 13,153,536.02 in the previous year, indicating a significant increase[28] - The company reported investment activity cash outflow of CNY 642,684,587.58, significantly higher than CNY 247,806,852.77 in the same period last year[30] Future Plans - The company plans to issue convertible bonds totaling up to RMB 2.7 billion to fund a new project with an annual production capacity of 1.2 million tons of MEG and 100,000 tons of electronic-grade DMC[20] - The company is actively pursuing market expansion and new technology development as part of its strategic initiatives[20]

Financial Performance - The company's operating revenue for 2022 reached ¥19.39 billion, a 102.22% increase compared to ¥9.59 billion in 2021[17]. - Net profit attributable to shareholders was ¥956.91 million, reflecting a 116.54% increase from ¥441.90 million in the previous year[17]. - The net cash flow from operating activities improved significantly to ¥846.91 million, compared to a negative cash flow of ¥595.38 million in 2021, marking a 242.25% increase[17]. - The company's total assets increased by 65.56% year-on-year, reaching ¥11.58 billion at the end of 2022, up from ¥6.99 billion in 2021[17]. - The company's net assets attributable to shareholders surged by 212.44% to ¥5.59 billion, compared to ¥1.79 billion at the end of 2021[17]. - The company reported a basic earnings per share of ¥2.97, a 72.67% increase from ¥1.72 in 2021[17]. - In 2022, the company achieved a sales revenue of CNY 19.39 billion, a year-on-year increase of 102.22%, and a net profit attributable to shareholders of CNY 0.96 billion, up 116.54%[40]. - The company's overseas sales amounted to ¥6,971,180,229.40, a growth of 103.39% year-on-year, accounting for 35.96% of total revenue[48]. Production Capacity and Expansion - The company’s PET production capacity was 2.4 million tons per year, ranking fourth globally and second domestically[29]. - The company plans to increase its overall production capacity to 3 million tons per year with the completion of a new 600,000-ton facility in 2023[29]. - The company is currently constructing a 600,000-ton bottle-grade PET project in Chongqing, expected to be completed in the first half of 2023[34]. - The production volume in the polyester industry increased by 61.51% to 237.70 million tons, driven by the commissioning of new capacity[49]. Research and Development - The company reported a significant focus on research and development of new materials, particularly in the polyester sector, which is expected to drive future growth[12]. - The company has a dedicated research institute for polymer new materials, collaborating with top universities and research institutions to innovate and develop new products[36]. - The company has made significant advancements in R&D, focusing on improving the performance of PET materials and developing new polyester materials[41]. - Research and development expenses increased by 47.01% to ¥40,182,548.92, reflecting a commitment to enhancing product development[54]. - The company aims to develop new polyester products such as PETG and modified PET to enhance its product structure and meet market demands[89]. Market Strategy - The company is actively pursuing market expansion strategies, particularly in the Zhejiang province, to enhance its production capabilities and market reach[12]. - The company aims to strengthen domestic marketing channels by deepening its presence in mature markets such as food and beverage packaging, while also exploring new markets like personal care and medical sectors[90]. - The company plans to enhance its international marketing efforts by participating in influential industry exhibitions and establishing overseas offices to improve brand recognition and customer satisfaction[90]. - The company has established strong partnerships with renowned brands such as Nongfu Spring and Coca-Cola, enhancing its brand influence and customer loyalty[35]. Environmental and Safety Compliance - The company has invested in environmental protection facilities and adheres to strict environmental regulations, with no significant environmental issues reported during the reporting period[94]. - The company has established emergency response plans for environmental incidents, with revisions completed in October 2020 and December 2021[157]. - The company has implemented measures to reduce carbon emissions, including upgrading boilers and using green energy projects, significantly lowering carbon emissions[162]. - The company has achieved wastewater treatment results meeting the standards for COD at 2.849 mg/L, significantly below the limit of 500 mg/L[155]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[163]. Governance and Management - The board of directors consists of 7 members, including 3 independent directors, ensuring compliance with governance regulations[101]. - The company has established a complete independent business system, capable of direct market operations, with all necessary legal ownership or usage rights for its assets[103]. - The company emphasizes the importance of information disclosure, ensuring that all disclosures are accurate, complete, and timely in accordance with relevant laws[102]. - The company has implemented a performance evaluation and incentive mechanism for senior management, promoting transparency and adherence to legal standards[102]. - The company has established a fundraising management system to ensure the effective use of raised funds, with clear regulations on storage, usage, and supervision of the funds[171]. Dividend Policy - The company plans to distribute a cash dividend of 3.00 RMB per 10 shares (including tax) to all shareholders, with a capital reserve conversion of 5 shares for every 10 shares held[3]. - The profit distribution plan requires approval from the board of directors and the shareholders' meeting, ensuring transparency and stakeholder engagement[138]. - The company has a stable dividend distribution policy, prioritizing cash dividends when there are no major investment plans or cash expenditures[134]. - The total distributable profit for the year is reported at 385,776,457.29 yuan, with the cash dividend amounting to 103,018,620.00 yuan[140]. Financial Management - The company has established a comprehensive internal control system focusing on various operational areas, including risk management and financial reporting[143]. - The company has no significant internal control deficiencies reported during the period[146]. - The company has committed to not transferring benefits to other units or individuals under unfair conditions[173]. - The company has fulfilled all commitments made regarding the issuance of shares[174]. Employee Management - The total number of employees at the end of the reporting period is 1,621, with 829 in the parent company and 792 in major subsidiaries[131]. - The company emphasizes training programs to enhance employee skills and knowledge, including management skills, technical training, and safety management[133]. - The educational background of employees shows 4 with a doctorate, 18 with a master's degree, 307 with a bachelor's degree, 428 with an associate degree, and 864 with a vocational or lower education level[131]. Risk Management - The company is managing foreign exchange risks through financial instruments to stabilize its operating performance amid currency fluctuations[95]. - The company has established internal control systems and risk management mechanisms for its foreign exchange forward settlement business to mitigate exchange rate risks[73]. - The company has implemented a strict management system for commodity futures hedging to control risks associated with its hedging activities[96].

证券代码：301216 证券简称：万凯新材 万凯新材上市公司投资者关系活动记录表 编号：2023-002 | | □特定对象调研 □分析师会议 | | --- | --- | | 投资者关系活动 | □媒体采访 业绩说明会 | | 类别 | □新闻发布会 □路演活动 | | | □现场参观 □电话会议 | | | □其他： （请文字说明其他活动内容） | | 参与单位名称 及人员姓名 | 线上参与本公司 2022年度网上业绩说明会的投资者 | | 时间 | 2023 年 4 月 13 日（星期四）15:00-17:00 | | 地点 | 线上："全景•路演天下" (http://rs.p5w.net) | | 公司接待人员 姓名 | 公司董事长沈志刚先生、财务总监兼董事会秘书高强先生、独立董事章 击舟先生、保荐人代表杨磊杰先生参加公司2022年度网上业绩说明会 | | 投资者关系活动 主要内容介绍 | 详见附件：投资者问题交流清单 | | 附件清单 | 1 份 | | 日期 | 2023 年 4 月 13 日 | | 问会否单独发公司公告？还是只是在 | 时间公司会发布公告，请您留意！我们会接受您 | | ...

Financial Performance - The company's operating revenue for 2022 reached ¥19.39 billion, a 102.22% increase compared to ¥9.59 billion in 2021[17]. - Net profit attributable to shareholders was ¥956.91 million, reflecting a 116.54% increase from ¥441.90 million in the previous year[17]. - The net cash flow from operating activities improved significantly to ¥846.91 million, compared to a negative cash flow of ¥595.38 million in 2021, marking a 242.25% increase[17]. - The company's total assets increased by 65.56% year-on-year, reaching ¥11.58 billion at the end of 2022, up from ¥6.99 billion in 2021[17]. - The company reported a basic earnings per share of ¥2.97, a 72.67% increase from ¥1.72 in 2021[17]. - The weighted average return on equity decreased to 21.67% in 2022 from 28.16% in 2021, a decline of 6.49%[17]. - The company achieved a sales revenue of CNY 19.39 billion, a year-on-year increase of 102.22%, and a net profit attributable to shareholders of CNY 957 million, up 116.54%[41]. - The company sold 2.31 million tons of main business products in 2022, an increase of 56.18% year-on-year, with a sales rate of 97.35%[42]. Dividend Distribution - The company plans to distribute a cash dividend of 3.00 RMB per 10 shares (including tax) to all shareholders, with a capital reserve conversion of 5 shares for every 10 shares held[3]. - The profit distribution plan requires approval from the board and shareholders, ensuring transparency and communication with minority shareholders[139]. - The company will adjust its profit distribution policy based on operational conditions and significant changes in the external environment, ensuring compliance with regulatory requirements[140]. - The cash dividend distribution plan is subject to approval at the annual general meeting[142]. - The company's distributable profit for the year was 385,776,457.29 CNY[142]. Research and Development - The company reported a significant focus on research and development of new materials, particularly in the PET sector, to enhance product offerings and market competitiveness[12]. - The company has established partnerships with renowned brands such as Nongfu Spring, Coca-Cola, and Wahaha, enhancing its brand influence and customer stability[36]. - The company has increased its R&D personnel by 13.25% to 94, indicating a focus on innovation and product development[59]. - The company has made significant advancements in R&D, focusing on new polyester materials and technologies, including bio-based polyester and high-heat-resistant polyester[42]. - The company’s polymer new materials research institute collaborates with institutions like Fudan University and the Chinese Academy of Sciences to advance its R&D capabilities[37]. Market Expansion and Strategy - Future outlook includes strategic market expansion and potential mergers and acquisitions to strengthen market position and drive growth[12]. - The company aims to strengthen domestic marketing channels by deepening its presence in mature markets such as food and beverage packaging, while also exploring new markets like personal care and medical sectors[92]. - The company plans to enhance its international marketing efforts by participating in influential industry exhibitions and establishing overseas offices to improve brand recognition and customer satisfaction[92]. - The company is considering strategic acquisitions to enhance its market position, with a budget of 100 million allocated for potential deals[118]. - The company plans to expand its production capacity to 3 million tons per year by the first half of 2023, leveraging its large-scale production facilities in the Sichuan-Chongqing region[91]. Environmental Responsibility - The company maintained a strong focus on environmental protection and safety, adhering to ISO14001 standards, with no major safety or environmental incidents reported during the year[44]. - The company is committed to investing in environmental protection technologies and adhering to strict environmental regulations to mitigate potential risks associated with waste and emissions[96]. - The company has implemented measures to ensure compliance with environmental standards, including air and water quality regulations[151]. - The company achieved a total wastewater COD discharge of 2.849 mg/L, significantly below the standard limit of 500 mg/L[156]. - The company has implemented strict pollution prevention measures in line with energy conservation and emission reduction goals[156]. Governance and Management - The company maintained a complete and independent business system, ensuring independence from its controlling shareholder in assets, personnel, finance, and operations[105]. - The board of directors consists of 7 members, including 3 independent directors, ensuring compliance with governance regulations[103]. - The company has established a performance evaluation and incentive mechanism for senior management, promoting transparency and compliance with legal requirements[104]. - The company has developed a comprehensive information disclosure management system to ensure timely and accurate information dissemination[104]. - The company has established risk management measures for derivative investments, including a management system for futures hedging and forward foreign exchange transactions[75]. Financial Management - The company raised a total of ¥3.063 billion through its successful listing on the Growth Enterprise Market in March 2022, enhancing its capital strength[29]. - The total investment amount for the reporting period was ¥672,192,827.28, a decrease of 30.53% compared to the previous year's investment of ¥967,624,114.61[70]. - The company has committed a total of RMB 150,393.60 million to investment projects, with cumulative investments reaching RMB 102,012.00 million as of the reporting period[80]. - The company has established a fundraising management system to improve the efficiency of fund usage, ensuring compliance with relevant regulations[170]. - The company will strengthen the management of raised funds, ensuring their proper use and conducting internal audits regularly[171]. Community Engagement - The company has set up a mutual aid fund, distributing approximately 225,800 yuan to assist families in need due to illness or disaster[164]. - The company donated 200,000 yuan to charity for community support projects in 2022[164]. - The company allocated 1 million yuan to establish a fund for community welfare projects, contributing to local education and health initiatives[166]. Risk Management - The company has established a risk management system for its commodity futures hedging activities to stabilize operational performance amid price fluctuations[97]. - The company is aware of the potential impact of international trade tensions and anti-dumping measures on its export costs and is taking steps to mitigate these risks[95]. - The company has implemented measures to manage foreign exchange risks due to significant overseas sales and imports of raw materials, including the use of financial instruments[97].