证券代码 ：600516 证券简称： 方大炭素 公告编号：2025-052 方大炭素新材料科技股份有限公司 关于取消监事会并修订《公司章程》的公告 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。 方大炭素新材料科技股份有限公司（以下简称公司）于2025年11月28日召开了第九 届董事会第十五次临时会议，审议通过了《关于取消监事会并修订<公司章程>的议案》， 现将相关情况公告如下： 一、关于取消监事会的情况 为全面贯彻落实最新法律法规要求，确保公司治理与监管规定保持同步，进一步规 范公司运作机制，提升公司治理水平，根据《中华人民共和国公司法》（以下简称《公 司法》）《上市公司章程指引》和《上海证券交易所股票上市规则》）等相关法律法规， 结合公司实际情况，公司将取消监事会，由董事会审计委员会行使《公司法》规定的监 事会的职权。自公司股东大会审议通过取消监事会事项之日起，公司监事会予以取消， 原监事会成员职务自然免除，《方大炭素新材料科技股份有限公司监事会议事规则》等 与监事会相关的制度相应废止，公司各项制度中涉及监事会、监事的规定 ...

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。 一、董事会会议召开情况 证券代码 ：600516 证券简称： 方大炭素 公告编号：2025-051 方大炭素新材料科技股份有限公司 第九届董事会第十五次临时会议决议公告 《公司章程》进行修订，并废止《方大炭素新材料科技股份有限公司监事会议事 规则》等监事会相关制度。 表决结果：同意 11 票，反对 0 票，弃权 0 票。 本议案尚需提交公司 2025 年第二次临时股东大会审议。 具体内容详见 2025 年 11 月 29 日于《上海证券报》《中国证券报》《证券时 报》和上海证券交易所网站（http：//www.sse.com.cn）披露的《方大炭素关于 取消监事会并修订<公司章程>的公告》。 （二）逐项审议通过《关于修订和制定公司治理制度的议案》 1 方大炭素新材料科技股份有限公司（以下简称公司）以通讯方式向各位董事 发出了召开第九届董事会第十五次临时会议的通知和材料。会议于 2025 年 11 月 28 日以现场和通讯表决相结合的方式召开。本次会议应出席董事 11 人，实际 出 ...

Group 1 - The core viewpoint of the news is that the restructuring plan for Shanshan Group, led by Jiangsu "Ship King" Ren Yuanlin, was rejected by creditors and investors, prompting the company to seek new investors [1] - Fangda Carbon, a leading company in the carbon industry, announced its intention to participate in the substantive merger and restructuring of Shanshan Group and its subsidiary Pengze Trading [1] - Fangda Carbon's main products include graphite electrodes and other carbon materials, which align well with Shanshan Group's focus on lithium battery anode materials and LCD polarizers [1] Group 2 - Fangda Carbon's major shareholder is Liaoning Fangda Group, controlled by Fang Wei, who is currently the richest person in Liaoning with a net worth of 52.5 billion yuan [2] - In 2021, Fangda Group successfully restructured HNA Group for a consideration of 41 billion yuan, gaining control over HNA Holdings [2] - Fang Wei currently controls five listed companies, including Fangda Carbon and HNA Holdings, indicating a strong presence in the market [2]

Core Viewpoint - The merger and restructuring of Shanshan Group and its subsidiaries signal a significant trend in the carbon materials industry, emphasizing the importance of technological integration between traditional carbon companies and global lithium battery material firms [5][7]. Group 1: Industry Trends - The collaboration between Fangda Carbon and Shanshan represents a convergence of high-temperature graphite and lithium battery materials, highlighting a shift from production capacity to performance consistency and microstructure control in the carbon materials sector [6][8]. - The carbon materials industry is transitioning from large-scale production to a focus on microstructure and process synergy, indicating a need for systemic collaboration between upstream and downstream players [8]. Group 2: Technical Insights - Fangda Carbon's expertise in graphite heating and structural design is becoming increasingly relevant for lithium battery anode materials, as the industry prioritizes performance consistency and microstructural stability over mere production capacity [6][7]. - The engineering capabilities developed by leading anode material companies are essential for achieving stable performance in lithium battery applications, particularly under high-rate and high-energy density conditions [6][7]. Group 3: Future Directions - The integration of Shanshan's manufacturing systems for polarizers with carbon materials could lead to new explorations in material forms and preparation methods, especially as solid-state battery technologies advance [8]. - The ongoing restructuring within the carbon materials industry suggests that future advancements will be driven by structural innovation and process collaboration, rather than traditional competitive approaches [8].

Core Viewpoint - The participation of Fangda Carbon in the restructuring of Shanshan Group represents a strategic move to enhance its position in the negative electrode industry and achieve supply chain stability [3][9]. Group 1: Company Involvement - Fangda Carbon announced its intention to participate in the substantive merger restructuring of Shanshan Group and its wholly-owned subsidiary, Pengze Trading [3]. - Shanshan Group, controlled by Shanshan Co., is a leading global player in lithium battery anode materials and polarizers [3]. - Fangda Carbon aims to leverage its advantages in technology, capital, and channels within the negative electrode industry to facilitate the restructuring process [8][9]. Group 2: Restructuring Background - Shanshan Group's restructuring has faced multiple challenges, including a court ruling in February 2023 to accept its bankruptcy restructuring [5]. - A previous restructuring plan was rejected by creditors, highlighting the intense competition and skepticism regarding the capabilities of the restructuring investors [7][8]. - The restructuring process has seen the withdrawal of previous investors, prompting the recruitment of new potential investors, including Fangda Carbon [8][9]. Group 3: Financial Performance - Fangda Carbon has experienced declining financial performance, with projected revenues of 5.132 billion yuan and 3.872 billion yuan for 2023 and 2024, respectively, representing year-on-year declines of 3.54% and 24.55% [10]. - The company's net profit for 2023 is expected to be 416 million yuan, down over 50% compared to previous years [10]. - In the first three quarters of 2023, Fangda Carbon reported a revenue of 2.622 billion yuan, a year-on-year decrease of 16.79%, and a net profit decline of 55.89% [11].

Core Viewpoint - The restructuring plan for Shanshan Group has entered a new phase with the selection of new investors, with Fangda Carbon as a prominent participant aiming to leverage synergies in the negative electrode industry [1][3][2]. Group 1: Restructuring Process - Shanshan Group and its subsidiary Ningbo Pengze have initiated a new round of restructuring, following a previous failed attempt, with a selection process involving initial and final selections, as well as a creditors' committee vote [2]. - The new selection process has been optimized, extending the application period from 7 days to 18 days and allowing for a separate deadline for submitting investment proposals [8]. Group 2: Investor Participation - Fangda Carbon has publicly announced its participation as a strategic investor in the restructuring of Shanshan Group, aiming to enhance its own supply chain stability and competitive edge in the negative electrode market [3][4]. - The new round of investor selection includes both previous investors and new entrants like Fangda Carbon, with some past investors opting out [2]. Group 3: Financial Performance - Fangda Carbon has experienced a decline in its main business revenue, with total revenues dropping from 52.30 billion yuan in 2022 to an estimated 38.72 billion yuan in 2024, and a significant decrease in net profit [7]. - The company reported a net profit of only 1.13 billion yuan in the first three quarters of the current year, with a notable loss in its non-recurring profit [7]. Group 4: Asset Valuation - The restructuring plan highlights Shanshan Group's key assets, including a 23.32% stake in Shanshan Co., which is highly sought after by potential investors [9]. - The minimum bid price for shares in the new round of selection is set at 11.50 yuan, which is higher than the previous round's minimum of 8.65 yuan [8].

Core Viewpoint - The entry of Fangda Carbon into the restructuring of Shanshan Group presents new possibilities for the company, which is facing significant debt challenges amounting to 40 billion [2][3]. Group 1: Fangda Carbon's Involvement - Fangda Carbon announced its participation as an industrial synergy partner in the substantive merger restructuring of Shanshan Group and its wholly-owned subsidiary, Ningbo Pengze Trading Co., Ltd. [3][11]. - The company aims to strategically position itself in the lithium battery anode materials sector through this involvement [2][15]. - Following the announcement, Fangda Carbon's stock price surged to a closing price of 6.51 yuan, with a total market capitalization of 26.2 billion yuan [2]. Group 2: Shanshan Group's Assets - Shanshan Group and Ningbo Pengze collectively hold 526 million shares of Shanshan Co., accounting for 23.36% of its total share capital [6]. - The restructuring asset package includes 100% equity of Zhongjing Sihai Industrial Co., Ltd., which primarily holds a 3.64% stake in Huishang Bank and approximately 1.882 billion yuan in debt [7]. - Additional assets include a 50% partnership interest in Ningbo Xingtong Chuangfu Enterprise Management Partnership, real estate holdings, and accounts receivable valued at approximately 9.598 billion yuan [8][9]. Group 3: Financial Performance and Challenges - Fangda Carbon's revenue for 2024 is projected at 3.872 billion yuan, a year-on-year decline of 24.55%, with a net profit of only 186 million yuan, down 55.31% [16]. - The company has experienced a continuous decline in revenue and net profit for three consecutive years, with net profit declines exceeding 50% [16][21]. - The sales gross margin has decreased significantly, with the latest figure at 10.17%, down 19.02 percentage points from the previous year [18][19]. Group 4: Strategic Implications - The integration of Shanshan Co. is seen as a strategic opportunity for Fangda Carbon to achieve a dual-driven strategy of "carbon + new energy" [24]. - Shanshan Co. is recognized as a leading supplier of artificial graphite anode materials, with a strong growth trajectory in the lithium battery materials sector [22][23]. - Successful integration could significantly optimize Fangda Carbon's revenue structure, potentially contributing approximately 4.36 billion yuan to its revenue from Shanshan Co.'s operations [24][25].

Group 1 - Fangda Carbon announced participation in the substantive merger reorganization of Sany Group and its wholly-owned subsidiary Ningbo Pengze Trading Co., Ltd. This participation does not constitute a related party transaction or a major asset restructuring [1][2] - Sany Group is a controlling shareholder of the listed company Sany Co., Ltd., while Ningbo Pengze is the second-largest shareholder of Sany Co., Ltd. [1] - Fangda Carbon's involvement aligns with its industrial layout and strategic development, aiming to enhance its position in the negative electrode industry and achieve supply chain stability [1][3] Group 2 - The reorganization of Sany Group has faced challenges, including the rejection of the reorganization plan by creditors, leading to the announcement of continued recruitment for potential investors [2][3] - The main assets involved in the reorganization include a 23.32% stake in Sany Co., Ltd., shares in Huishang Bank, Yongshan Lithium Industry, and other real estate and receivables [2] - Sany Co., Ltd. reported a revenue of approximately 14.81 billion yuan for the first three quarters of 2025, a year-on-year increase of 11.48%, with a net profit of approximately 284 million yuan, reflecting a significant year-on-year growth of 1121.72% [2] Group 3 - Fangda Carbon's participation in the reorganization is seen as a strategy to optimize its business structure and enhance competitiveness in the market [3] - The company has faced declining profits over the past three years, with net profits decreasing from approximately 840 million yuan in 2022 to about 186 million yuan in 2024 [4] - In the first three quarters of 2025, Fangda Carbon reported a revenue of approximately 2.62 billion yuan, a year-on-year decrease of 16.79%, and a net profit of approximately 113 million yuan, down 55.89% [4]

Core Viewpoint - The restructuring plan for Shanshan Co., Ltd. has faced obstacles, leading to the selection of a new investor, Fang Wei, the richest man in Liaoning, to participate in the restructuring process [1][5]. Group 1: Restructuring Developments - The restructuring plan initially proposed by "China's private shipping king" Ren Yuanlin was rejected, as it did not receive approval from the creditors' meeting [7]. - Fang Dacarbons, under the Fang Group, has agreed to participate as a substantial investor in the restructuring of Shanshan Group and its subsidiary Ningbo Pengze Trading Co., Ltd. [3][4]. - The restructuring investment agreement previously involved Ren Yuanlin's consortium aiming to acquire 23.36% of Shanshan Co.'s shares for a total price of 3.284 billion yuan [5][7]. Group 2: Company Background and Management Changes - Shanshan Group, founded by Zheng Yonggang in 1989, has evolved from a clothing business to a leading supplier of lithium battery anode materials [9]. - Following Zheng Yonggang's sudden death in 2023, a power struggle over share inheritance emerged between his son Zheng Ju and his widow Zhou Ting, leading to significant management instability [9]. - Frequent changes in management have impacted the company's operations, culminating in the freezing of shares held by the controlling shareholder and the subsequent application for restructuring [9].

Core Viewpoint - The restructuring case of Sany Group and its wholly-owned subsidiary Ningbo Pengze Trade Co., Ltd. has presented new opportunities, with Fangda Carbon participating as an investor to facilitate the restructuring process [1][4]. Group 1: Fangda Carbon's Involvement - Fangda Carbon's board approved participation in the substantial merger restructuring of Sany Group and Ningbo Pengze, aiming to enhance its negative electrode industry layout and achieve supply chain stability [1][7]. - The company plans to leverage its advantages in technology, capital, and channels to improve profitability and core competitiveness through this restructuring [7][14]. Group 2: Financial Performance of Fangda Carbon - Fangda Carbon has experienced declining performance, with revenue dropping from 51.32 billion yuan in 2023 to 38.72 billion yuan in 2024, marking a year-on-year decrease of 3.54% and 24.55% respectively [10]. - The net profit attributable to shareholders has also seen a significant decline, with a drop of over 50% for three consecutive years [12]. - In the first three quarters of 2025, the gross profit margin reached a record low of 10.17%, the lowest in nearly 18 years [13]. Group 3: Sany Group's Restructuring History - Sany Group's restructuring has faced multiple challenges, with the court accepting its bankruptcy restructuring in February 2025 and subsequently initiating a substantial merger restructuring [5]. - A consortium of investors was initially selected to control 23.36% of Sany Group's shares, but the restructuring plan was not approved by creditors, leading to the dissolution of the investment agreement [6]. Group 4: Sany Group's Financial Health - Despite the restructuring challenges, Sany Group's subsidiary, Sany Shares, reported a revenue increase of 11.48% year-on-year, reaching 148.09 billion yuan in the first three quarters of 2025 [15]. - Sany Shares has established itself as a leader in the artificial negative electrode materials market and has received national recognition for its manufacturing excellence [17]. - However, Sany Shares faces significant debt pressure, with total liabilities reaching 219.68 billion yuan, including short-term borrowings of 52.93 billion yuan and long-term borrowings of 65.28 billion yuan [17].