| 证券代码：603037 | 证券简称：凯众股份 | 公告编号：2025-079 | | --- | --- | --- | | 转债代码：113698 | 转债简称：凯众转债 | | 上海凯众材料科技股份有限公司 关于 2022 年员工持股计划部分股份回购注销实施公告 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。 重要内容提示： 回购注销原因： 根据《上海凯众材料科技股份有限公司 2022 年员工持股计划》（以下简称 "2022 年员工持股计划"）相关规定，因存在公司业绩考核目标未达标的情况， 同时鉴于部分持有人离职或个人层面绩效考核不达标，公司回购注销员工持股计 划合计 47.236 万股。 本次注销股份的有关情况 | 回购股份数量 | | 注销股份数量 | | | 注销日期 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 472,360 | 股 | 472,360 | 股 | 2025 | 年 12 | 月 | 25 日 | 一、本次限制性股票回购注 ...

Core Insights - The 2025 First Financial Capital Annual Conference held in Shanghai focused on innovation paths and industrial transitions under the new five-year development cycle, aiming to create a cross-sector dialogue platform for the industry, academia, and capital markets [1] Group 1: Annual Awards - The annual list of influential companies was announced, recognizing 32 listed companies for their outstanding performance in various fields, categorized into four awards: Annual Influential Company, Annual Innovative Company, Annual Competitive Company, and Annual Return Company [1][5] - The companies awarded for Annual Influential Company include Huatai Securities, Lingyi Technology, Ninghu Expressway, and others, showcasing their market recognition and industry development through innovation and management optimization [5][6] - The Annual Innovative Company awardees include Lanke Technology, Kelun Pharmaceutical, and others, emphasizing the importance of innovation as a core driver for business development [5][6] - The Annual Competitive Company awardees, such as Haitian Flavoring and Shanghai Laishi, were recognized for their contributions to modernizing the industrial and supply chains, promoting collaborative innovation [5][6] - The Annual Return Company awardees, including Guobo Electronics and Srey New Materials, were acknowledged for providing reasonable returns to investors while ensuring sustainable development [5][6] Group 2: Research and Evaluation Model - The First Financial Capital Market Value Research aims to guide the efficient allocation of innovative resources towards emerging industries and assist traditional industries in enhancing competitiveness through technological upgrades [2] - The evaluation model focuses on four core dimensions: influence, innovation, competitiveness, and return, utilizing data from Wind, Choice, and other sources to track over 40 specific indicators [2] - The research emphasizes the dynamic monitoring of listed companies' profitability, governance structure optimization, and sustainable innovation-driven development to facilitate deeper transformations [2] Group 3: Conference Discussions - The conference included in-depth discussions on economic resilience and development paths, opportunities and challenges in technological innovation, and the transition of hard technology from "catching up" to "leading" [6] - Key topics also included the rational development and value identification of the AI industry, reflecting the current trends and future directions in technology and investment [6]

Core Insights - On December 10, 2023, brokerage firms provided target prices for listed companies, with significant increases noted for Yilian Network, Xingfu Electronics, and Yingke Recycling, showing target price increases of 53.21%, 40.35%, and 35.77% respectively, across the communication equipment, electronic chemicals, and plastics industries [1][2]. Group 1: Target Price Increases - Yilian Network received a target price of 53.50 yuan, reflecting a target price increase of 53.21% [2]. - Xingfu Electronics was assigned a target price of 52.00 yuan, with a target price increase of 40.35% [2]. - Yingke Recycling's target price is set at 40.04 yuan, indicating a target price increase of 35.77% [2]. - Guizhou Tire, with a target price of 6.60 yuan, shows a target price increase of 29.92% [2]. - Guki Wool Material has a target price of 33.00 yuan, reflecting a target price increase of 23.32% [2]. Group 2: Rating Adjustments - Three companies had their ratings upgraded on December 10, including Yingke Recycling, which was upgraded from "Hold" to "Buy" by Huatai Securities [3][4]. - Tian Nai Technology's rating was raised from "Hold" to "Outperform" by Guosen Securities [3][4]. - Haiguang Information's rating was upgraded from "Range Trading" to "Buy" by Qunyi Securities (Hong Kong) [3][4]. Group 3: First-Time Coverage - Eight companies received initial coverage from brokerages on December 10, including Guizhou Tire, which was rated "Buy" by Global Fortune Financial [5][6]. - Fusheng Technology received an "Increase" rating from China Merchants Securities [5][6]. - Kaizhong Co. was rated "Increase" by Northeast Securities [5][6]. - Hand Information was rated "Buy" by CITIC Construction Investment Securities [5][6]. - Guki Wool Material was rated "Increase" by Tianfeng Securities [5][6].

Investment Rating - The report initiates coverage with an "Accumulate" rating for the company [4][5] Core Views - The acquisition of Anhui Tuosheng will enhance profitability and expand the product delivery capabilities in the automotive NVH (Noise, Vibration, and Harshness) sector [2][3] - The company is a leader in the polyurethane buffer block market, holding a 36% market share, and aims to build a comprehensive product matrix by integrating rubber-based elastomers through this acquisition [2][3] - The company is also exploring new applications for polyurethane materials in the robotics field, which could open additional revenue streams [3] Financial Summary - The company reported revenues of 4.87 billion, 6.10 billion, and 5.49 billion for Q1-Q3 of 2023, 2024, and 2025 respectively, with net profits of 0.42 billion, 0.59 billion, and 0.47 billion, reflecting net profit margins of 8.6%, 9.7%, and 8.5% [2] - Projected revenues for 2025-2027 are estimated at 8.30 billion, 9.77 billion, and 11.49 billion, with corresponding net profits of 0.89 billion, 1.10 billion, and 1.40 billion [3] - The company’s PE ratios are projected to be 39.73, 32.07, and 25.26 for 2025, 2026, and 2027 respectively [3] Market Position - The company’s automotive damping components account for 65% of total revenue, primarily from polyurethane buffer blocks and top supports used in automotive suspension systems [2] - The company has established a supply chain presence with major domestic automakers including BYD, SAIC-GM, Geely, and others [2]

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 ...

Group 1 - The company announced plans to issue convertible bonds (KZ Convertible Bonds) with a term of 6 years, from August 14, 2025, to August 14, 2031, at a face value of 100 yuan each, with an initial conversion price of 12.70 yuan per share [1] - The conversion period for the bonds is set from February 21, 2026, to August 14, 2031 [1] - The company will hold a board meeting on November 28 to discuss the acquisition of 60% of Anhui Tuosheng's shares from nine counterparties, which is expected to meet the criteria for a major asset restructuring [1] Group 2 - The company plans to raise funds by issuing shares to no more than 35 specific investors, with the total amount not exceeding 100% of the asset purchase transaction price, and the number of shares issued not exceeding 30% of the total share capital prior to this issuance [1]

Core Viewpoint - Kaizhong Co., Ltd. (603037.SH) announced a plan on November 29 to acquire 60% of Anhui Tuosheng Automotive Parts Co., Ltd. through a combination of issuing shares and cash payment, along with raising matching funds [1][2]. Group 1: Transaction Details - The transaction involves purchasing shares from nine parties, including Zhu Cheng, who is related to a major shareholder of the company [1][2]. - The share issuance price is set at 11.44 yuan per share, which is 80% of the average stock price over the previous 20 trading days [1]. - The company plans to raise matching funds through a private placement to no more than 35 specific investors, with the total amount not exceeding 100% of the asset purchase price [1]. Group 2: Financial Performance of Target Company - Anhui Tuosheng reported revenues of 487.06 million yuan, 609.58 million yuan, and 549.04 million yuan for the years 2023, 2024, and the first nine months of 2025, respectively [3]. - The net profits for the same periods were 41.72 million yuan, 59.02 million yuan, and 46.71 million yuan [3]. Group 3: Financial Position of Target Company - As of September 30, 2025, Anhui Tuosheng's total assets were 625.28 million yuan, total liabilities were 298.92 million yuan, and total equity was 326.36 million yuan [4]. - The company's total revenue for the first nine months of 2025 was 549.04 million yuan, with a net profit of 46.71 million yuan [4].

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].