杭州华光焊接新材料股份有限公司 议案一：关于公司以简易程序向特定对象发行股票摊薄即期回报的风险提示及采 议案二：关于公司未来三年（2025 年-2027 年）股东分红回报规划的议案.....12 为了维护全体股东的合法权益，保障股东依法行使股东权利，确保股东大会的正 常秩序和议事效率，杭州华光焊接新材料股份有限公司（以下简称"公司"）根据《公司 章程》以及《公司股东大会议事规则》等相关规定，制定本次股东大会会议须知： 一、董事会以维护股东的合法权益、确保大会正常秩序和议事效率为原则，认真 履行《公司章程》中规定的职责。 二、为能及时、准确地统计出席会议的股东（或其授权代表）所持有的股份总数， 登记出席股东大会的各位股东或其代理人应准时到达会场签到并确认参会资格。股东 参会登记结束前没有通过现场、传真或邮件方式登记的，或不在签到表上登记签到的， 或会议正式开始后没有统计在会议公布股权总数之内的股东或股东授权代表，不得参 加表决和发言。 三、为保证本次股东大会的严肃性和正常秩序，切实维护与会股东（或其授权代 表）的合法权益，除出席会议的股东（或其授权代表）、公司董事、监事、董事会秘 书、高级管理人员、聘任律师及董 ...

Core Viewpoint - Huaguang New Materials (688379.SH) plans to increase its overseas brazing materials production capacity by raising up to 199 million yuan through a simplified procedure for issuing shares to specific investors, aimed at funding the second phase of its production base project in Thailand [1][2][3]. Group 1: Investment and Expansion Plans - The company intends to establish a wholly-owned subsidiary in Thailand to invest in a brazing materials production base, with a total investment of approximately 300 million yuan, covering land purchase, factory construction, and related assets [2][3]. - The project will be developed in phases, with the first phase involving a production line with a capacity of about 1,000 tons, expected to take one year, and the second phase aiming for a capacity of 3,500 tons over 2.5 years [2][3]. Group 2: Financial Performance - In 2023, Huaguang New Materials experienced significant revenue growth, achieving 1.415 billion yuan, a year-on-year increase of 15.96%, and a net profit of 41.6 million yuan, up 377.19% [5][6]. - For 2024, the company forecasts revenues and net profits of 1.918 billion yuan and 80.6 million yuan, respectively, representing year-on-year growth of 35.52% and 93.78%, both reaching new highs since its listing [5][6]. - In the first quarter of 2025, the company reported revenues of 586 million yuan, a 62.58% increase year-on-year, and a net profit of 95.4 million yuan, marking a staggering 1140.9% increase compared to the previous year [6]. Group 3: Market Position and Strategy - Huaguang New Materials is recognized as a leading player in the domestic brazing materials industry, offering a diverse product range including green brazing materials, silver brazing materials, and more [4]. - The company aims to enhance its international brand influence and expand its market presence by integrating into the global supply chain of major clients in the Southeast Asian refrigeration industry [2][3].

Core Viewpoint - The company plans to raise funds through a simplified procedure for a specific audience to support its strategic business development and enhance profitability, focusing on the production of soldering materials in Thailand [1][10][28]. Group 1: Background and Purpose of the Issuance - The soldering materials industry is crucial for various sectors, including smart home, energy, rail transportation, new energy vehicles, industrial tools, electronics, aerospace, and AI, with significant growth potential driven by national policies and market demand [2]. - Recent government policies have created a favorable environment for the soldering materials industry, emphasizing technological innovation and industrial upgrades to promote high-quality manufacturing [2]. - The demand for environmentally friendly soldering materials is increasing, supported by national initiatives for green and low-carbon transformation in the raw materials industry [2]. Group 2: Company Strategy and Market Position - The company is a leading domestic player in the soldering materials sector, focusing on silver, copper, tin, and aluminum soldering materials, and aims to expand production capacity and enhance product performance [28]. - The company maintains close cooperation with key clients, providing customized products and technical support, which strengthens customer relationships and enhances competitiveness [6][8]. - The establishment of production bases in Thailand aligns with the global supply chain strategies of major clients, allowing the company to respond quickly to market demands and optimize costs [6][10]. Group 3: Fundraising and Investment Plans - The funds raised will primarily be invested in the second phase of the Thailand soldering materials production base project, which is expected to generate significant economic benefits and strengthen customer relationships [10][21]. - The total investment for the project is estimated at 249.3 million yuan, with the company planning to raise 199 million yuan through this issuance [21]. - The issuance will not only support the company's long-term strategic goals but also enhance its financial strength and profitability [27][28]. Group 4: Financial Impact and Shareholder Considerations - The issuance is expected to dilute immediate returns for existing shareholders due to the increase in total shares, but it is anticipated to enhance the company's overall financial health in the long run [23][27]. - The company has outlined measures to mitigate the impact of share dilution on immediate returns, ensuring that the interests of all shareholders are protected [23][27]. - The issuance process has been approved by the board and shareholders, ensuring compliance with relevant regulations and maintaining transparency for all stakeholders [22][28].

Core Viewpoint - The company, Huaguang New Materials, is planning to issue shares to specific investors through a simplified procedure, which may dilute immediate returns for existing shareholders. The company has outlined measures to mitigate this dilution risk and has made commitments from relevant parties to ensure these measures are effectively implemented [1][2][12]. Financial Impact Analysis - Before the issuance, the total share capital of the company is 90,085,520 shares. The maximum amount to be raised through this issuance is capped at 199 million yuan. Post-issuance, the total share capital will increase, and while the net asset scale will also rise, the short-term economic benefits from the raised funds may lag, leading to a dilution of earnings per share [2][5]. - The company has provided three scenarios for the projected net profit for 2025 compared to 2024: a 10% increase, no change, and a 10% decrease. The diluted earnings per share under these scenarios are projected to be 0.92 yuan, 0.83 yuan, and 0.75 yuan respectively [5][6]. Measures to Mitigate Dilution Risk - The company plans to strengthen the management of raised funds to ensure compliance and effective use. This includes special storage of the funds and strict adherence to investment plans [10]. - The company aims to expedite the preparation and implementation of the fundraising investment projects to achieve expected benefits sooner, thereby enhancing its sustainable profitability [10]. - The governance structure will be improved to ensure that shareholders can exercise their rights effectively, and the board will make informed decisions to protect shareholder interests [10][11]. Commitment from Management - The company's board and senior management have made commitments to ensure the execution of measures to mitigate the dilution of immediate returns. They have pledged to adhere to relevant regulations and to compensate for any losses incurred due to non-compliance with these commitments [12].

华光新材 20240514 摘要 • 华光新材 2025 年一季度营收 5.86 亿元，同比增长 62.58%；归母净利润 9,543.52 万元，同比增长 1,140.90%；扣非归母净利润 1,881.26 万元， 同比增长 176.83%，显示出强劲的增长势头。 • 2024 年，公司钎料产品营收 7.18 亿元，同比增长 16.38%；银钎料营收 8.8 亿元，同比增长 28.15%；银浆材料营收 3.1 亿元，同比增长 203.66%；稀贵金属材料营收 1.73 亿元，同比增长 918.22%。各项产 品销售额均大幅增长。 • 华光新材加大技术研发投入，同比增长超 40%，推进 19 项新产品、新技 术成果转化，新增 14 项专利申请，累计获得授权专利 123 项，并荣获多 项科技创新奖项，技术创新成果显著。 • 公司在电力电器、电子、新能源汽车等新兴领域收入分别增长 35%和 60%以上，制冷行业占比下降至 47.22%，电力电器占比提升至 24.32%，电子行业提升至 15.23%，新能源汽车占比达到 5.5%，业务结 构持续优化。 华光新材拥有众多领域的优质客户，包括美的、格力、海尔、海信、松 ...