四川福蓉科技股份公司 2025 年第二次临时股东大会 四川福蓉科技股份公司 会议资料 二零二五年八月 四川福蓉科技股份公司 2025 年第二次临时股东大会 目 录 三、2025 年第二次临时股东大会议案 议案一：关于续聘希格玛会计师事务所（特殊普通合伙）为公司 2025 年度审计 议案二：关于变更注册资本、修订《公司章程》及取消监事会的议案 ....... 7 四川福蓉科技股份公司 2025 年第二次临时股东大会 四川福蓉科技股份公司 为了维护全体股东的合法权益，确保本次股东大会的正常秩序和议事效率， 保证股东大会的顺利进行，根据《公司法》和《公司章程》等有关规定，制定以 下会议须知。 一、参加本次股东大会的股东为 2025 年 8 月 22 日下午收市后在中国证券登 记结算有限责任公司上海分公司登记在册的本公司股东或其委托代理人；出席本 次股东大会的人员为：本公司第三届董事会全体董事、第三届监事会全体监事和 高级管理人员；见证律师。 为保证股东大会的严肃性和正常秩序，除上述人员、董事会邀请参会人员及 工作人员外，公司有权拒绝其他人士入场。对于干扰股东大会秩序、寻衅滋事和 其他侵犯股东合法权益的行为，公司有权 ...

Core Points - The company announces the interest payment schedule for its convertible bonds, "福蓉转债," for the year 2025 [1][2] - The interest payment will be made on July 18, 2025, with the record date set for July 17, 2025 [1][3] - The bond has a face value interest rate of 0.5%, resulting in a payment of 0.50 RMB per bond before tax [3][5] Group 1: Convertible Bond Issuance Overview - The convertible bonds were issued with a maturity period from July 18, 2023, to July 17, 2029, with an annual interest rate of 1.8% for the first five years and 2.0% for the sixth year [1] - The bonds will be paid annually, with the principal and final year's interest returned at maturity [1][2] Group 2: Interest Payment Details - The interest calculation for the bonds is based on the formula I = B × i, where I is the annual interest, B is the total face value held, and i is the annual interest rate [2] - The payment will be made within five trading days after the interest payment date [2][4] Group 3: Tax Implications - Individual investors are responsible for paying a personal income tax of 20% on the interest income, resulting in a net payment of 0.40 RMB per bond after tax [3][5] - Non-resident enterprises are exempt from corporate income tax on the interest income from these bonds [5] Group 4: Contact Information - The company provides contact details for inquiries related to the bond payments, including addresses and phone numbers for various offices [5]

Summary of Key Points Core Viewpoint - The announcement provides an update on the convertible bonds issued by Sichuan Furong Technology Co., Ltd., detailing the cumulative conversion amounts and the status of the bonds as of June 30, 2025. Group 1: Convertible Bond Issuance Overview - The company issued 6.4 million convertible bonds on July 18, 2023, with a total value of 640 million yuan and a maturity of 6 years [2][3] - The coupon rates for the bonds are set at 0.3% for the first year, increasing to 2.0% by the sixth year [2][3] Group 2: Conversion Status - As of June 30, 2025, the cumulative conversion amount of the "Furong Convertible Bonds" is 246,565,000 yuan, resulting in 22,687,087 shares, which is 3.35% of the total shares before conversion [2][3] - The amount of unconverted bonds as of the same date is 393,435,000 yuan, representing 61.47% of the total issuance [2][3] Group 3: Share Capital Changes - The total share capital before the conversion was 768,077,921 shares, which increased to 997,492,462 shares after the conversion [3]

Core Points - The stock price of Furong Technology (603327) increased by 2.93% to 9.14 yuan as of June 27, 2025, with a market capitalization of 9.117 billion yuan [1] - The company experienced a significant drop in net profit by 42.65% to 159.6791 million yuan for the fiscal year 2024, despite a revenue growth of 25.51% to 2.3958038 billion yuan [1][3] Shareholder Changes - Senior executive Xiao Xuedong reduced his holdings by a total of 170,000 shares on June 24 and June 25, representing 0.015% and 0.002% of the total share capital, respectively [1][3] - The stock price increased by 1.11% and 0.55% during the two days of share reduction, closing at 9.09 yuan and 9.14 yuan [1] Company Announcements - Furong Technology issued 6.4 million convertible bonds on July 18, 2023, with a total value of 640 million yuan, maturing in six years [1] - The first-year interest payment for the convertible bonds was made on July 18, 2024, amounting to 0.30 yuan per bond [1][3] - The company’s credit rating was assessed as "AA" with a stable outlook by Zhongjian Pengyuan Credit Rating Co., Ltd. [1]

Group 1 - The core point of the news is that Sichuan Furong Technology Co., Ltd. has successfully issued convertible bonds totaling RMB 640 million, with the aim of financing its projects in the aluminum materials sector, particularly for consumer electronics and new energy applications [2][14][16]. Group 2 - The bond issuance was approved by the China Securities Regulatory Commission on July 18, 2023, allowing the company to issue 6.4 million convertible bonds at a face value of RMB 100 each [2][16]. - The total amount raised from the bond issuance is RMB 640 million, with a net amount of RMB 631.6255 million after deducting issuance costs [16][17]. - The bonds have a maturity period of six years, with a tiered interest rate starting from 0.3% in the first year and reaching 2.0% in the sixth year [3][4]. Group 3 - The funds raised will be allocated to projects including the production of 40,000 tons of consumer electronics aluminum profiles and 30,000 tons of new energy aluminum profiles, reflecting a strategic shift in response to market conditions [14][20]. - The company has already utilized RMB 632.6019 million of the raised funds, with specific allocations to its subsidiaries for project implementation [17][19]. - The company has established a three-party supervision agreement for the management of the raised funds, ensuring compliance with regulatory requirements [18][19]. Group 4 - The financial performance of the company shows a net profit attributable to shareholders of RMB 159.6791 million for the year, a decrease of 42.65% year-on-year, indicating challenges in the current market environment [16]. - The company reported a total revenue of RMB 2.3958 billion, reflecting a year-on-year increase of 25.51% [16]. - The basic earnings per share decreased by 42.83% to RMB 0.2136, highlighting the impact of market conditions on profitability [16].

Summary of Key Points Core Viewpoint - 福蓉科技 has announced adjustments to its 2024 profit distribution, including cash dividends and capital reserve share increases, reflecting changes in its total share capital due to the conversion of "福蓉转债" [1][2][4] Company Announcements - 福蓉科技 will distribute a cash dividend of 0.25 yuan per share, maintaining the total cash dividend amount at 191,177,814.75 yuan (including tax) [1][2] - The company will increase its share capital by converting 10 shares into 3 additional shares, resulting in a total share capital increase to 997,491,851 shares [1][2] - The adjustment in the total number of shares for the capital reserve increase is due to the conversion of "福蓉转债," which has affected the total share capital [1][4] Shareholder Information - The record date for the rights distribution is set for June 19, 2025, with the ex-dividend date and cash dividend payment date on June 20, 2025 [2][4] - The total number of shares before the distribution is 768,078,473, with 764,711,259 shares available after excluding treasury shares [2] Convertible Bond Adjustment - The conversion price for "福蓉转债" will be adjusted from 10.86 yuan per share to 8.17 yuan per share, effective from June 20, 2025 [2][4] - The adjustment calculation for the conversion price is based on the formula: P1 = (P0 - D) / (1 + n) [2]

Core Viewpoint - The company is adjusting the conversion price of its convertible bonds "Furong Convertible Bonds" due to the implementation of the 2024 annual equity distribution, with the new conversion price set to be effective from June 20, 2025 [4][7]. Group 1: Conversion Price Adjustment - The conversion price before adjustment is 10.86 CNY per share, and after adjustment, it will be 8.17 CNY per share [4][7]. - The adjustment is based on the company's profit distribution plan, which includes a cash dividend of 2.50 CNY per 10 shares and a capital reserve transfer of 3 shares for every 10 shares held [2][3]. - The adjustment formula for the conversion price considers factors such as stock dividends, capital increases, and cash dividends [3][5]. Group 2: Suspension and Resumption of Conversion - The conversion of "Furong Convertible Bonds" will be suspended from June 12, 2025, to June 19, 2025, and will resume on June 20, 2025 [6][7]. - The total share capital of the company is 768,078,473 shares, with 764,711,259 shares participating in the distribution after accounting for repurchased shares [6]. Group 3: Distribution Details - The virtual cash dividend per share is approximately 0.2489 CNY, calculated based on the total shares participating in the distribution [6]. - The change in circulating shares due to the distribution is approximately 29.87% [6].

Core Points - The company plans to distribute a cash dividend of 0.25 yuan per share for the fiscal year 2024, maintaining the same amount as previously proposed [1][3] - The total number of shares after the capital reserve increase will rise to 997,491,851 shares, with the increase being based on the conversion of the "Furong Convertible Bonds" [1][2] - The adjustments in the profit distribution and capital reserve increase are due to changes in the total share capital resulting from the conversion of convertible bonds [1][3] Pre-Adjustment Situation - Prior to the adjustment, the company proposed a cash dividend of 2.50 yuan per 10 shares and a capital reserve increase of 3 shares for every 10 shares held, based on a total share capital of 764,710,063 shares [2] - The total number of shares to be increased was estimated at 229,413,019 shares, leading to a significant increase in the total share capital [2] Post-Adjustment Situation - Following the adjustments, the company will distribute a total cash dividend of approximately 191,177,814.75 yuan, based on the adjusted total share capital of 764,711,259 shares [3] - The company will also increase the share capital by 3 shares for every 10 shares held, with the final numbers subject to confirmation by the China Securities Depository and Clearing Corporation [3]

Core Viewpoint - The company, Sichuan Furong Technology Co., Ltd., is preparing for a differentiated dividend distribution plan, which includes cash dividends and capital reserve transfers, with specific timelines for implementation and adjustments to convertible bond terms [1][3]. Trading Information Summary - On June 6, 2025, the company's stock closed at 11.5 yuan, down 0.35%, with a turnover rate of 0.56%, a trading volume of 42,800 shares, and a transaction amount of 49.1766 million yuan [1]. - The net capital flow on June 6 showed a net outflow of 1.8106 million yuan from main funds, a net inflow of 2.9685 million yuan from speculative funds, and a net outflow of 1.1579 million yuan from retail investors [1][3]. Company Announcement Summary - The company announced its 2024 annual profit distribution plan, proposing a cash dividend of 2.50 yuan (including tax) for every 10 shares and a capital reserve transfer of 3 shares for every 10 shares [1]. - If there are changes in the total share capital due to conversions before the record date, the company will maintain a cash dividend of 0.25 yuan (including tax) and a transfer of 0.3 shares per share, with adjustments to the total distribution and transfer amounts [1]. - The rights distribution plan has been approved by the company's 2024 annual general meeting, and the convertible bonds will stop conversion from the day before the rights distribution implementation announcement until the record date [1][3]. - The company will disclose the rights distribution implementation announcement and the adjustment of the convertible bond conversion price on June 13, 2025 [1][3].

Group 1 - The company will stop the conversion of "Furong Convertible Bonds" on June 12, 2025, due to the implementation of the 2024 annual equity distribution [1][2] - The equity distribution plan includes a cash dividend of 2.50 yuan per 10 shares (tax included) and a capital reserve increase of 3 shares for every 10 shares held [2][3] - The equity distribution plan was approved at the 2024 annual shareholders' meeting held on May 16, 2025 [2][3] Group 2 - The company will announce the implementation of the equity distribution and the adjustment of the conversion price for "Furong Convertible Bonds" on June 13, 2025 [3] - Holders of "Furong Convertible Bonds" can convert their bonds until June 11, 2025, to enjoy the equity distribution [3] - The company will adjust the conversion price of the convertible bonds according to the terms outlined in the bond issuance prospectus [3]