国泰海通证券股份有限公司 关于上海凯众材料科技股份有限公司 向不特定对象发行可转换公司债券 股票简称：凯众股份 股票代码：603037 债券简称：凯众转债 债券代码：113698 第三次临时受托管理事务报告 （2025 年度） 受托管理人 （住所：中国（上海）自由贸易试验区商城路 618 号） 二〇二五年十二月 重要声明 本报告依据《可转换公司债券管理办法》《公司债券发行与交易管理办 法》《公司债券受托管理人执业行为准则》《上海凯众材料科技股份有限公司 （发行人）与国泰海通证券股份有限公司（受托管理人）之上海凯众材料科技 股份有限公司向不特定对象发行可转换公司债券受托管理协议》（以下简称 《受托管理协议》）等相关规定、公开信息披露文件以及上海凯众材料科技股 份有限公司（以下简称"公司"、"凯众股份"或"发行人"）出具的相关说 明文件以及提供的相关资料等，由受托管理人国泰海通证券股份有限公司（以 下简称"受托管理人"、"国泰海通"）编制。 本报告不构成对投资者进行或不进行某项行为的推荐意见，投资者应对相 关事宜做出独立判断，而不应将本报告中的任何内容据以作为国泰海通所作的 承诺或声明。请投资者独立征询专业机构意 ...

凯众股份公告称，公司2025年向不特定对象发行可转换公司债券（凯众转债），期限6年（2025年8月14 日至2031年8月14日），每张面值100元，按面值发行。初始转股价格12.70元/股，转股期为2026年2月 21日至2031年8月14日。此外，公司于11月28日召开董事会，拟发行股份及支付现金向朱成等9名交易对 方购买安徽拓盛60%股份，交易预计达重大资产重组标准。还拟向不超35名特定投资者募资不超发行股 份购买资产交易价100%，且发行股份数不超本次发行前总股本30%。 ...

中国经济网北京12月1日讯 凯众股份(603037.SH)于11月29日发布发行股份及支付现金购买资产并募 集配套资金暨关联交易预案。 本次交易的整体方案由发行股份及支付现金购买资产和募集配套资金两部分组成。 公司拟以发行股份及支付现金的方式向朱成、曾昭胜、姚秀全、汪天林、江勇、华程、严翔、王龙 玉、朱红彬共9名交易对方购买安徽拓盛汽车零部件股份有限公司（简称"安徽拓盛"）60.00%的股份。公 司本次交易现金对价的资金来源包括：募集配套资金、自有资金等方式解决。 经交易各方友好协商，本次发行价格为11.44元/股，不低于定价基准日前20个交易日公司股票交易均 价的80%。本次发行的最终发行数量以中国证监会最终同意注册的股份数量为准。 本次交易中，公司拟采用询价方式向不超过35名特定投资者发行股份募集配套资金，募集配套资金 总额不超过发行股份购买资产交易价格的100%，且发行股份数量不超过本次发行前公司总股本的30%。 本次募集配套资金拟用于支付本次交易的现金对价、中介机构费用、交易税费等费用，募集资金的具体 用途及金额将在重组报告书中予以披露。 凯众股份表示，截至预案签署日，本次交易的审计及评估工作尚未完成 ...

Core Viewpoint - The company plans to issue shares to acquire 60% of Anhui Tuosheng, which is expected to constitute a significant asset restructuring [1][2] Group 1: Company Overview - The company focuses on optimizing automotive NVH (Noise, Vibration, Harshness) performance, primarily engaged in the research, production, and sales of polyurethane elastic damping components for chassis suspension systems [2] - The target company specializes in rubber-based elastic damping and sealing components that also influence automotive NVH performance, covering the entire automotive chassis system and involving powertrain systems [2] Group 2: Strategic Implications - The transaction is expected to create deep complementary and synergistic effects in market layout, technical capabilities, and customer channels between the company and the target [2] - The company aims to expand its market layout and product development capabilities related to automotive NVH performance, establishing a comprehensive product matrix of polyurethane and rubber-based elastic components [2] - This acquisition will enhance the company's ability to deliver systematic solutions for automotive NVH damping and sealing components, meeting diverse customer customization needs and significantly increasing the value per vehicle [2]

Group 1: Major Asset Restructuring Announcements - Jia Rong Technology plans to acquire 100% of Hangzhou Lanran through a combination of share issuance and cash payment, with a fundraising target of up to 1 billion yuan [2][3] - Kai Zhong Co. intends to purchase 60% of Anhui Tuosheng's equity, also through share issuance and cash payment, with the transaction expected to constitute a major asset restructuring [4][6] - Both companies' stocks will resume trading on December 1 [1][4] Group 2: Business Focus and Strategic Implications - Jia Rong Technology specializes in membrane separation technology and aims to enhance its capabilities by integrating Hangzhou Lanran's ion exchange membrane technology, thereby expanding into new markets such as lithium battery materials and biomedicine [3][4] - Anhui Tuosheng focuses on automotive rubber-based elastic damping and sealing components, which are critical for improving NVH (Noise, Vibration, Harshness) performance in vehicles, indicating a strategic move to strengthen automotive industry positioning [5][6] Group 3: Changes in Control and Shareholding - After the share transfer, the controlling shareholder of Chao Zhuo Hang Ke will change to Hubei Investment Capital, with the actual controller becoming the Hubei State-owned Assets Supervision and Administration Commission [7][8] - Hua Feng Co. will see its controlling shareholder change to Chen Yun following a share transfer agreement, with a significant portion of shares being transferred at a price of 15 yuan per share [8][9]

Core Viewpoint - The company Kaizhong Co., Ltd. plans to acquire 60% of Anhui Tuosheng Automotive Parts Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors [1][2]. Group 1: Transaction Details - The acquisition involves issuing shares at a price of 11.44 yuan per share, which is set at no less than 80% of the average trading price over the previous 20 trading days [1]. - The fundraising will not exceed 100% of the asset acquisition price, and the number of shares issued will not exceed 30% of the company's total share capital prior to the issuance [1]. - The shares obtained by the transaction counterparties will have a lock-up period, the specifics of which will be determined after the completion of auditing and evaluation [1]. Group 2: Target Company Overview - Anhui Tuosheng was established in 2013 with a registered capital of 30 million yuan, and its controlling shareholder is Zhu Cheng, who holds 55% of the shares [2]. - The company specializes in the R&D, production, and sales of automotive rubber-based elastomer shock absorbers and sealing components, with products used in major automotive systems [2]. - Financial data indicates steady growth in Anhui Tuosheng's performance, with projected net profits of 41.72 million yuan in 2023 and 59.02 million yuan in 2024 [2]. Group 3: Strategic Benefits - The acquisition will complement Kaizhong's main business of polyurethane elastomer shock absorbers, creating a comprehensive product matrix for automotive NVH (Noise, Vibration, and Harshness) solutions [2]. - Both companies will share R&D resources, design databases, and testing laboratories, enhancing market reach and customer service capabilities [2]. - The control of the company will remain stable post-transaction, with the actual controllers being Yang Jiangang and Hou Zhenkun [3].

Group 1 - The acquisition of 60% stake in Anhui Tuosheng by Kaizhong Co., Ltd. raises concerns about potential conflicts of interest, as the owner of Tuosheng is the son of Kaizhong's eighth largest shareholder [1][3] - Kaizhong claims that the acquisition is aimed at enhancing its product offerings, but previous statements indicated that the two companies had no overlapping business, leading to skepticism about the rationale behind the deal [3][5] - The stock exchange has requested clarification from Kaizhong regarding the fairness of the transaction price and any hidden performance guarantees [3][5] Group 2 - Kaizhong's financial performance is under pressure, with a slight revenue increase of 5.43% in Q3 2025, but a net profit decline of 5.12%, and a significant drop in gross margin from 34.26% to 31.27% [5][6] - Rising raw material costs, which increased by 10.26% year-on-year, and high management costs from overseas expansions are contributing to the company's profitability challenges [6][8] - The company heavily relies on a few major clients, with the top five customers accounting for over half of its revenue, creating vulnerability in price negotiations [7][8] Group 3 - The growth rate of the new energy vehicle market is slowing, with projected production and sales growth in 2024 expected to be in single digits, complicating Kaizhong's expansion efforts [8][9] - The issuance of 308 million convertible bonds is primarily aimed at expanding production capacity, but there are concerns about whether new capacity will find buyers, risking further profit erosion from depreciation costs [8][11] - The acquisition and expansion strategy is viewed as a gamble, with Kaizhong's current liquidity ratio at 1.2, below the safe threshold of 2, indicating potential financial strain [11][14] Group 4 - The integration of Tuosheng's sealing technology with Kaizhong's shock-absorbing products is questioned, as both companies share a similar customer base, raising doubts about the expected synergies [11][13] - The technical barriers in the rubber sealing industry are low, suggesting that the acquisition may be more about consolidating relationships than achieving technological breakthroughs [13][14] - Geopolitical risks and management challenges in overseas markets, particularly in North America, pose additional uncertainties for Kaizhong's expansion strategy [13][14]

Core Viewpoint - Kaizhong Co., Ltd. announced plans to acquire 60% of Anhui Tuosheng Automotive Parts Co., Ltd. through a combination of issuing shares and cash payments, along with raising supporting funds [1][4]. Transaction Details - The transaction involves purchasing shares from nine parties, including Zhu Cheng and others, and will be based on an asset evaluation report compliant with the Securities Law [2][4]. - The final transaction price for the assets has not yet been determined, pending completion of auditing and evaluation [4][7]. - The share issuance price is set at 11.44 yuan per share, with the total amount of supporting funds not exceeding 100% of the asset purchase price [4][7]. Business Synergy - Kaizhong Co., Ltd. primarily engages in the design, research, production, and sales of automotive suspension system damping components and lightweight pedal assemblies, with a focus on the passenger vehicle market [9][11]. - Anhui Tuosheng specializes in the research, production, and sales of rubber-based damping components and sealing elements for automotive applications, contributing to the NVH (Noise, Vibration, and Harshness) performance of vehicles [9][10]. - The acquisition is expected to enhance market positioning, technical capabilities, and customer channels, creating significant synergies between the two companies [11]. Financial Impact - For the first three quarters of 2025, Kaizhong Co., Ltd. reported revenues of approximately 564 million yuan, a year-on-year increase of 5.43%, while net profit decreased by 5.12% to approximately 58.29 million yuan [11]. - The completion of this transaction is anticipated to further increase the total assets and revenues of Kaizhong Co., Ltd., enhancing its operational capabilities [11].

Group 1 - Guizhou Moutai elected Chen Hua as the chairman of the fourth board of directors [4] - Tianfeng Securities is under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure and illegal financing [4] - Yongtai Energy's actual controller Wang Guangxi received a notice of investigation from the China Securities Regulatory Commission for matters unrelated to the company [4] Group 2 - Shenzhou Pharmaceutical's controlling shareholder plans to reduce its stake by no more than 3% [4] - Zhenhua Group intends to increase its stake in China Jushi by 550 million to 1.1 billion yuan [4] - Jihong Co., Ltd. and its concerted parties plan to reduce their stake by no more than 2.93% [4] Group 3 - XJ Electric won a 1.518 billion yuan procurement project from the State Grid [4] - China XD Electric's subsidiaries collectively won procurement projects from the State Grid worth approximately 2.98 billion yuan [4] - Chaozhuo Aerospace's actual controller will change to the Hubei Provincial State-owned Assets Supervision and Administration Commission, with stock resuming trading on December 1 [4] Group 4 - Huakong Saige terminated its specific object stock issuance [5] - Shenzhen Energy plans to apply for a public bond issuance with a total scale not exceeding 20 billion yuan [5] Group 5 - Blue Sail Medical's board proposed to lower the conversion price of "Blue Sail Convertible Bonds" [6] - ST Lifang's stock will be subject to delisting risk warning and will be suspended from trading on December 1 [7] - Cambrian elected Chen Tianshi as chairman [8]

Group 1 - SMIC announced the termination of the sale of its stake in SMIC Ningbo due to failure to reach an agreement within the expected timeframe, retaining a 14.832% stake post-termination, with no significant impact on financial status [2] - Chaozhuo Aerospace's actual controller will change to Hubei State-owned Assets Supervision and Administration Commission, with stock resuming trading on December 1 [2] - ST Lifan faces potential forced delisting due to false disclosures in its 2021-2023 annual reports, with a total false revenue of 592 million yuan, representing 50.91% of the reported revenue for those years [3] Group 2 - Lijun Holdings' subsidiary signed a contract worth approximately 57.6 million USD for high-pressure roller mills, accounting for 52.53% of the audited consolidated revenue for 2024, expected to positively impact future performance [3] - Sanjiang Shopping's second-largest shareholder, Alibaba Zeta, reduced its stake by 5.4768 million shares, decreasing its holding from 30% to 29% [4] - Tianfeng Securities is under investigation by the CSRC for suspected information disclosure violations and illegal financing [5] Group 3 - China Jushi's major shareholder, Zhenstone Group, plans to increase its stake by no less than 550 million yuan and no more than 1.1 billion yuan [6] - Helun Zhe's major shareholder received a notice of investigation for suspected information disclosure violations, which does not affect the company's operations [7] - Yongtai Energy's actual controller also received a notice of investigation for similar violations, with no impact on the company's operations [8] Group 4 - Wuhantian Source's major shareholder, Konka Group, plans to transfer 9.83% of its shares to China Resources Asset Management [9] - Pinggao Electric won a bid for a State Grid project worth approximately 773 million yuan [9] - Zhejiang Longsheng is collaborating with a private equity fund to establish a venture capital partnership [9]