Investment Rating - The report maintains a "Buy" rating for the company [6] Core Views - The company reported a revenue of 2.76 billion CNY and a net profit attributable to shareholders of 50 million CNY for the first half of 2025, showing a year-on-year increase of 24.7% and 23.7% respectively, with a turnaround in net profit [1] - The display materials segment saw significant growth, while the application materials segment continued to decline [2] - The company is focusing on two main segments, enhancing market potential through deep cooperation with leading customers and technological innovations [4] - The profit forecast for 2025-2027 has been revised downwards due to pressure on application materials business and the delay in the second phase of the UTG project [4] Revenue and Profitability - In H1 2025, the display materials revenue was 2.20 billion CNY, up 42.0% year-on-year, while application materials revenue was 490 million CNY, down 26.4% [2] - The overall gross margin for H1 2025 was 16.4%, an increase of 0.6 percentage points year-on-year, while the net profit margin was 2.6%, a decrease of 0.4 percentage points [3] - The company achieved a significant increase in operating cash flow, reaching 260 million CNY in H1 2025, up 230 million CNY year-on-year [1] Segment Performance - The display materials segment, particularly through Shenzhen Guoxian, contributed significantly to revenue growth, achieving 1.89 billion CNY in revenue, up 45.2% year-on-year [2] - The application materials segment faced challenges, with subsidiaries reporting declines in both revenue and net profit [2] Future Outlook - The company has adjusted its net profit forecasts for 2025-2027 to 162 million CNY, 208 million CNY, and 251 million CNY respectively, reflecting a decrease of 38%, 35%, and 31% from previous estimates [4] - The report highlights ongoing efforts in technological advancements and market expansion, particularly in the display materials sector [4]

证券代码：603806 证券简称：福斯特 公告编号：2025-058 转债代码：113661 转债简称：福 22 转债 杭州福斯特应用材料股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ? 股东大会召开日期：2025年9月16日 ? 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 一、 召开会议的基本情况 (一)股东大会类型和届次 (二)股东大会召集人：董事会 (三) 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 (四)现场会议召开的日期、时间和地点 (六)融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者的投 票，应按照《上海证券交易所上市公司自律监管指引第 1 号 — 规范运作》等有 关规定执行。 (七)涉及公开征集股东投票权 不适用 召开的日期时间：2025 年 9 月 16 日 14 点 00 分 召开地点：浙江省杭州市临安区锦北街道福斯特街 8 号·杭州福斯特应用材 ...

Core Viewpoint - Hangzhou First Applied Material Co., Ltd. has revised its articles of association, detailing various aspects of its organizational structure, management, and share-related matters, which aims to enhance governance and operational rules for stable development [1][9]. Company Overview - Hangzhou First Applied Material Co., Ltd. was established through the overall change of Hangzhou First Hot Melt Adhesive Film Co., Ltd. and was listed on the Shanghai Stock Exchange on September 5, 2014. The registered capital is RMB 2,608.735822 million, and it is a perpetual public company [2]. Share Regulations - The company issues shares based on principles of openness, fairness, and justice, with a par value of RMB 1 per share. The total number of shares issued at establishment was 90 million, and the current total issued shares amount to 2,608.735822 million, all of which are ordinary shares. There are strict regulations regarding share increases, decreases, and repurchases [3]. Shareholders and Shareholder Meetings - The company maintains a shareholder register based on certificates provided by the securities registration and settlement agency. The shareholder meeting is the power institution, held annually within six months after the end of the previous fiscal year, with provisions for extraordinary meetings under specific circumstances. The meeting has broad powers, including electing directors and approving significant company proposals [4]. Board of Directors - The board consists of 9 directors, including 3 independent directors and 1 employee representative. The board is responsible for convening shareholder meetings, executing resolutions, and determining operational plans. The chairman leads the meetings and ensures the execution of board resolutions [5]. Senior Management - The company has 1 general manager and 5 to 10 deputy general managers, along with other senior management roles. The general manager is responsible for the company's operational management and implementation of annual plans [6]. Financial Accounting, Profit Distribution, and Auditing - The company has established a financial accounting system and is required to submit annual and interim reports. Profit distribution is based on shareholder equity after legal reserves are deducted, and the board proposes distribution policies subject to shareholder approval. An internal audit system is in place, with the auditing firm selected through a rigorous process [7]. Mergers, Divisions, Capital Increases, Reductions, Dissolution, and Liquidation - Mergers can be conducted through absorption or new establishment, with specific conditions under which shareholder approval is not required. Divisions, capital increases, and reductions must follow prescribed procedures, and a liquidation group is formed in case of dissolution [9].

Core Points - The document outlines the independent director working system of Hangzhou Foster Applied Materials Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and stakeholders [1][2] - Independent directors must not have any direct or indirect interests that could affect their independent judgment and are required to fulfill their duties independently [2][3] - The board must consist of at least one-third independent directors, including at least one accounting professional, to ensure effective oversight and decision-making [4][5] Group 1 - Independent directors are limited to serving on a maximum of three domestic listed companies to ensure they can dedicate sufficient time and energy to their responsibilities [2][3] - The company must establish specialized committees within the board, such as the audit committee, with a majority of independent directors to enhance oversight [4][5] - Independent directors are required to conduct annual self-assessments of their independence and submit reports to the board [4][5] Group 2 - Independent directors must meet specific qualifications, including having no significant relationships with the company or its major shareholders, and must possess relevant experience and knowledge [6][7] - The nomination and election of independent directors must be conducted transparently, with candidates undergoing thorough vetting and approval by the shareholders [9][10] - Independent directors are empowered to independently hire external advisors for audits or consultations, enhancing their ability to provide objective oversight [17][18] Group 3 - The independent directors are responsible for monitoring potential conflicts of interest and ensuring that board decisions align with the overall interests of the company and minority shareholders [17][18] - Independent directors must attend board meetings in person and are required to provide clear reasons for any dissenting votes [11][12] - The company is obligated to provide necessary support and resources to independent directors to facilitate their duties effectively [34][35]

General Provisions - The rules are established to standardize the decision-making process of the board of directors of Hangzhou Foster Applied Materials Co., Ltd. and to enhance the board's operational efficiency and decision-making quality [2] Board of Directors and Its Powers - The board consists of 9 directors, including 3 independent directors and 1 employee representative [13] - The board has various powers, including convening shareholder meetings, executing resolutions, determining business plans and investment proposals, and formulating profit distribution plans [14] Committees of the Board - The board establishes several specialized committees, including the Audit Committee, Strategic and Sustainable Development Committee, Nomination Committee, and Compensation and Assessment Committee, which are responsible to the board [3][4] - The Audit Committee must have a majority of independent directors and be chaired by a professional accountant [3] Chairman of the Board - The chairman is elected by a majority of the board and has the authority to convene and preside over meetings, supervise the execution of board resolutions, and manage information disclosure [4][5] Secretary of the Board - The board secretary is responsible for managing information disclosure, coordinating communication with investors, and preparing board and shareholder meetings [6][7] - The secretary must possess necessary professional knowledge and adhere to ethical standards [5] Board Meetings - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [8] - Special meetings can be called under specific circumstances, with notifications sent at least 5 days in advance [8][9] Voting and Resolutions - A quorum requires the presence of more than half of the directors, and resolutions must be passed by a majority vote [10] - Directors with conflicts of interest cannot vote on related matters, ensuring that decisions are made by independent directors [10][11] Record Keeping - Meeting records must be maintained for at least ten years and should include details such as meeting dates, attendees, and voting results [12][13] Amendments and Implementation - The rules are subject to approval by the shareholders and can be amended by the board [14]

Core Viewpoint - The company has decided to temporarily use part of the raised funds for supplementing working capital and has begun the process of returning these funds to the designated account [1][2]. Group 1 - The company approved the temporary use of up to RMB 100 million from the idle raised funds to supplement working capital, with a usage period not exceeding 12 months [1]. - As of the announcement date, the company has returned a total of RMB 80 million of the temporarily used funds, with a remaining balance of RMB 79.5 million yet to be returned [2]. - The company has notified the sponsor institution and representative of the return of funds on multiple occasions, ensuring compliance with disclosure obligations [2]. Group 2 - The board of directors confirmed the accuracy and completeness of the announcement regarding the return of funds [1][3]. - The announcement was made on July 16, 2025, following the company's board meeting [4].

Core Points - The Shenzhen Kingsda Applied Materials Co., Ltd. was found guilty of tax evasion by falsely declaring R&D expenses, resulting in a tax underpayment of 16.21 million yuan [1][4] - The tax authorities imposed a total penalty of 36.18 million yuan, which includes the recovery of unpaid taxes and additional fines [1][4] Group 1 - The case originated from the Shenzhen tax authority's data analysis, which revealed that the company's R&D expenditures were significantly higher than industry norms [3] - The company falsely reported over 80 million yuan in gold material costs in its R&D expenses without corresponding production or waste recovery records [3] - Investigations showed that the company's claims of substantial gold loss during purification were inconsistent with evidence from third-party refining institutions [3] Group 2 - A total of 17 R&D projects were identified with suspicious gold material expenditures, leading to the conclusion that the company improperly benefited from R&D tax deductions [3] - The tax authority emphasized that the act of falsely inflating operational costs and making fraudulent tax declarations constitutes tax evasion under the Tax Collection and Administration Law [4] - The tax department aims to create a fair and orderly tax environment by regularly combating various tax-related illegal activities [4]

Group 1 - The Chinese National Taxation Administration exposed three cases of tax fraud involving companies illegally enjoying tax benefits through methods such as issuing false VAT invoices and fabricating R&D projects [1][2] - Shenzhen Kingsda Applied Materials Co., Ltd. was found to have falsely declared taxes by inflating R&D expenses, resulting in an underpayment of corporate income tax amounting to 16.21 million yuan. The total penalties and back taxes amounted to 36.18 million yuan [1] - Jiaxing Jingsheng Concrete Products Co., Ltd. was discovered to have fabricated R&D projects and concealed sales income, leading to an underpayment of various taxes totaling 3.08 million yuan, with total penalties and back taxes reaching 609,140 yuan [1] - Suzhou Lisoft Information Technology Co., Ltd. accepted 13 false VAT invoices without real business transactions, resulting in an underpayment of corporate income tax of 782,700 yuan, with total penalties and back taxes amounting to 1.78 million yuan [2] Group 2 - The National Taxation Administration emphasized the need for strict enforcement of tax laws and regulations, aiming to prevent illegal enjoyment of tax benefits and ensure that policy incentives reach legitimate businesses [2] - The administration aims to enhance tax service levels and maintain a fair and just economic tax order, safeguarding national tax security [2]

Core Viewpoint - The Shenzhen Kingsda Applied Materials Co., Ltd. was found to have illegally benefited from tax deductions for R&D expenses, resulting in significant tax evasion and penalties imposed by the tax authorities [1] Tax Evasion Case - The company was discovered to have falsely declared tax by inflating R&D expenses, including fictitious expenditures on gold materials [1] - As a result of these actions, the company underpaid corporate income tax by 16.21 million yuan [1] - The tax authorities have decided to recover the unpaid taxes, impose late fees, and levy fines totaling 36.18 million yuan [1]

Core Viewpoint - Shenzhen Jinsda Applied Materials Co., Ltd. was found to have engaged in tax evasion by falsely claiming research and development (R&D) expenses, specifically through the misrepresentation of gold material costs, resulting in a tax underpayment of 16.21 million yuan [1][8]. Group 1: Tax Evasion Details - The company reported over 80 million yuan in gold as R&D expenses without corresponding product output or waste recovery records [2]. - The company's claim of significant gold loss during the refining process was disproven by evidence from two refining institutions, which indicated minimal loss and that the gold returned was approximately equal in weight to what was processed [5][7]. - A thorough analysis of over 30 R&D projects revealed that 17 projects had inflated gold material expenses, leading to the tax underpayment [8]. Group 2: Legal Consequences - The tax authority has mandated the company to repay the underpaid taxes, along with penalties and late fees totaling 36.18 million yuan [1]. - The legal framework under which the company was penalized includes provisions for tax evasion, which can lead to severe fines and potential criminal charges [10].