公司收到《问询函》后高度重视，积极组织相关各方对《问询函》中的相关 事项进行逐项落实。鉴于《问询函》的回复内容尚需进一步补充和完善，为确保 回复内容的真实、准确、完整，公司分别于 2025 年 11 月 3 日、11 月 10 日、11 月 17 日向上海证券交易所申请了延期回复，具体内容详见公司于 2025 年 11 月 4 日、11 月 11 日、11 月 18 日披露于上海证券交易所（www.sse.com.cn）公告 编号为 2025-052、2025-056、2025-057 的相关公告。 证券代码：603045 证券简称：福达合金 公告编号：2025-058 福达合金材料股份有限公司 关于延期回复上海证券交易所《关于对福达合金材料 股份有限公司重大资产购买暨关联交易草案的问询 函》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个别及连带责任。 福达合金材料股份有限公司（以下简称"公司"）于 2025 年 10 月 20 日收 到上海证券交易所出具的上证公函【2025】3750 号《关于对福达合金材料股份 有限公司重大 ...

Core Viewpoint - Fuda Alloy has announced a third request for an extension to respond to the Shanghai Stock Exchange's inquiry regarding its major asset acquisition and related party transaction, raising market concerns about the progress of this restructuring matter [1] Group 1: Transaction Details - Fuda Alloy plans to acquire 52.61% of Zhejiang Guangda Electronic Technology Co., Ltd. for a cash consideration of 352 million yuan, which will make it the controlling shareholder of Guangda Electronic [2] - Guangda Electronic specializes in TOPCon battery silver paste, primarily used in the front and back electrodes of crystalline silicon solar cells [2] - The actual controller of Guangda Electronic is Wang Zhongnan, who is also the son of Fuda Alloy's actual controller, indicating a related party transaction [2] Group 2: Financial Performance of Target Company - Guangda Electronic's projected revenues for 2023, 2024, and the first half of 2025 are 1.65 billion yuan, 2.68 billion yuan, and 1.41 billion yuan, respectively, with net profits of 15.84 million yuan, 60.73 million yuan, and 26.53 million yuan [2] - The gross profit margins of Guangda Electronic have been declining, recorded at 7.41%, 6.26%, and 5.85% over the reporting period, which is lower than comparable companies by 2 to 6 percentage points [2] Group 3: Regulatory Concerns - The Shanghai Stock Exchange has raised questions regarding the rationale behind the transaction, particularly in light of Guangda Electronic's declining gross margins and the competitive landscape [2] - Concerns have also been raised about Guangda Electronic's financial risks, including an asset-liability ratio exceeding 70% and negative operating cash flows for 2023 and 2024 [3] Group 4: Legal Issues - Guangda Electronic is facing a patent infringement lawsuit from Zhejiang Suote Material Technology Co., Ltd., with claims amounting to 200 million yuan, which could impact the restructuring process [4] - Fuda Alloy has acknowledged the lawsuit and is assessing its potential impact on the acquisition [4] Group 5: Fuda Alloy's Financial Position - Fuda Alloy's revenues for 2022, 2023, and 2024 are reported at 2.193 billion yuan, 2.792 billion yuan, and 3.851 billion yuan, with net profits of 29.8 million yuan, 40.9 million yuan, and 45.6 million yuan, respectively [6] - As of mid-2025, Fuda Alloy's cash balance is 423 million yuan, with short-term liabilities of 1.056 billion yuan, reflecting a year-on-year increase of 32.66% and an asset-liability ratio of 65.93% [6] - Post-transaction, Fuda Alloy's asset-liability ratio is projected to rise to 77.23% [6]

Market Overview - The metal new materials sector experienced a slight decline of 0.06% on November 20, with Alloy Investment leading the drop [1] - The Shanghai Composite Index closed at 3931.05, down 0.4%, while the Shenzhen Component Index closed at 12980.82, down 0.76% [1] Individual Stock Performance - Alloy Investment (000633) closed at 7.98, down 6.67% with a trading volume of 701,500 shares and a transaction value of 561 million [1] - Other notable declines included: - Zhongke Magnetic (301141) down 3.44% to 55.07 with a transaction value of 220 million [1] - Bowei Taijin (601137) down 2.58% to 21.18 with a transaction value of 258 million [1] - Jinli Yongci (300748) down 2.32% to 34.50 with a transaction value of 1.22 billion [1] Capital Flow Analysis - The metal new materials sector saw a net outflow of 151 million from main funds, while retail investors contributed a net inflow of 75.99 million [1] - Specific stock capital flows included: - Shenzhen New Star (603978) with a main fund net inflow of 1.05 billion, but a net outflow from retail investors of 46.47 million [2] - Tunan Co. (300855) with a main fund net inflow of 41.86 million, but a significant retail outflow of 3.44 million [2] - Bowei Alloy (601137) recorded a main fund net inflow of 3.88 million, while retail investors saw a net outflow of 2.06 million [2]

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个别及连带责任。 福达合金材料股份有限公司 关于再次延期回复上海证券交易所《关于对福达合金 材料股份有限公司重大资产购买暨关联交易草案的 问询函》的公告 证券代码：603045 证券简称：福达合金 公告编号：2025-057 福达合金材料股份有限公司（以下简称"公司"）于 2025 年 10 月 20 日收 到上海证券交易所出具的上证公函【2025】3750 号《关于对福达合金材料股份 有限公司重大资产购买暨关联交易草案的问询函》（以下简称"问询函"），具 体内容详见公司于 2025 年 10 月 21 日披露的《关于收到上海证券交易所<关于对 福达合金材料股份有限公司重大资产购买暨关联交易草案的问询函>的公告》（公 告编号：2025-048）。 公司收到《问询函》后高度重视，积极组织相关各方对《问询函》中的相关 事项进行逐项落实。鉴于《问询函》的回复内容尚需进一步补充和完善，为确保 回复内容的真实、准确、完整，公司于 2025 年 11 月 3 日、11 月 10 日向上海证 券交易所申请 ...

Core Viewpoint - The company has received an inquiry letter from the Shanghai Stock Exchange regarding its major asset acquisition and related party transactions, indicating regulatory scrutiny and the need for compliance [1] Group 1 - The company received the inquiry letter on October 20, 2025, and is actively addressing the matters raised [1] - The company has applied for extensions to respond to the inquiry letter on November 3 and November 10, 2025, indicating ongoing efforts to ensure a comprehensive reply [1] - As of the announcement date, the response is still being supplemented and the company has requested another extension of no more than 5 trading days [1]

Core Viewpoint - Fuda Alloy's stock price has shown significant growth this year, with a year-to-date increase of 70.12%, despite a recent decline in the last five trading days [1][2]. Company Performance - As of September 30, Fuda Alloy achieved a revenue of 3.497 billion yuan, representing a year-on-year growth of 30.03%, and a net profit attributable to shareholders of 55.5042 million yuan, up 33.52% year-on-year [2]. - The company has a market capitalization of 2.922 billion yuan and reported a trading volume of 33.0435 million yuan on November 13 [1]. Stock Market Activity - Fuda Alloy's stock price reached 21.57 yuan per share on November 13, with a trading turnover rate of 1.15% [1]. - The stock has experienced a net outflow of 491,200 yuan from major funds, with significant buying and selling activity recorded [1]. Shareholder Information - The number of shareholders as of September 30 is 13,800, a decrease of 6.77% from the previous period, while the average circulating shares per person increased by 7.27% to 9,782 shares [2]. Dividend Distribution - Since its A-share listing, Fuda Alloy has distributed a total of 65.4323 million yuan in dividends, with 22.4839 million yuan distributed over the past three years [3].

Market Overview - The metal new materials sector experienced a decline of 2.16% on November 12, with Longda Co., Ltd. leading the drop [1] - The Shanghai Composite Index closed at 4000.14, down 0.07%, while the Shenzhen Component Index closed at 13240.62, down 0.36% [1] Individual Stock Performance - Notable performers in the metal new materials sector included: - Zhongke Sanhuan (Code: 000970) with a closing price of 13.79, up 1.70% and a trading volume of 313,300 shares [1] - Youyan Powder Materials (Code: 688456) closed at 47.01, up 0.99% with a trading volume of 10,800 shares [1] - Longda Co., Ltd. (Code: 688231) closed at 24.29, down 6.51% with a trading volume of 126,000 shares [2] Capital Flow Analysis - The metal new materials sector saw a net outflow of 1.012 billion yuan from institutional investors, while retail investors contributed a net inflow of 1.104 billion yuan [2] - The capital flow for individual stocks showed varied trends, with Zhongke Sanhuan experiencing a net inflow of 26.0176 million yuan from institutional investors [3]

Company Overview - Fuda Alloy is located in Wenzhou Economic and Technological Development Zone, Zhejiang Province, and was established on April 5, 1999. The company was listed on May 17, 2018. Its main business involves the research, production, and sales of electrical contact materials [1] - The revenue composition of Fuda Alloy includes: contact materials 56.37%, composite contacts 22.28%, contact components 14.65%, others 6.39%, high-voltage direct current contacts 0.16%, and automation equipment 0.15% [1] Financial Performance - For the period from January to September 2025, Fuda Alloy achieved operating revenue of 3.497 billion yuan, representing a year-on-year growth of 30.03%. The net profit attributable to the parent company was 55.5042 million yuan, an increase of 33.52% year-on-year [2] - Since its A-share listing, Fuda Alloy has distributed a total of 65.4323 million yuan in dividends, with 22.4839 million yuan distributed over the past three years [3] Stock Performance - As of November 12, Fuda Alloy's stock price increased by 2.27%, reaching 21.65 yuan per share, with a total market capitalization of 2.932 billion yuan. The stock has risen 70.75% year-to-date [1] - The stock has seen a net outflow of 1.7163 million yuan in principal funds, with significant trading activity over the past 60 days showing a 17.34% increase [1] Shareholder Information - As of September 30, Fuda Alloy had 13,800 shareholders, a decrease of 6.77% from the previous period. The average number of circulating shares per person increased by 7.27% to 9,782 shares [2] Industry Classification - Fuda Alloy belongs to the Shenwan industry classification of non-ferrous metals, specifically in the category of new metal materials and other new metal materials. The company is also associated with concepts such as small-cap stocks, micro-cap stocks, charging piles, TOPCon batteries, and smart grids [2]

Core Viewpoint - Fuda Alloy (603045.SH) is under regulatory scrutiny for a high-premium acquisition of over 51% stake in Zhejiang Guangda Electronic Technology Co., Ltd. from the controlling shareholder's family, with a valuation increase of 171.38% and performance commitments lower than forecasts [1][4][10]. Group 1: Acquisition Details - Fuda Alloy plans to acquire 52.61% of Guangda Electronic for approximately 352 million yuan, with the transaction being a related party deal [1][4]. - Guangda Electronic, established in 2010, specializes in the R&D, production, and sales of new electronic pastes, primarily for solar photovoltaic and electronic communication applications [4]. - The acquisition is questioned as it appears to facilitate cashing out for the controlling shareholder's son, raising concerns about potential conflicts of interest [5][10]. Group 2: Financial Performance and Risks - Guangda Electronic's financial performance shows a declining gross margin trend, with rates of 7.41%, 6.26%, and 5.85% over the past three years, attributed to increased competition in the photovoltaic silver paste industry [6][7]. - Fuda Alloy's financial health is under pressure, with a debt ratio of 64.71% as of September 2025, the highest in its history, and cash reserves of only 346 million yuan against a planned cash acquisition of 352 million yuan [8][9]. - The company has struggled with profitability, maintaining a net profit of around 46 million yuan since 2014, despite a significant increase in revenue [8][10]. Group 3: Legal and Market Concerns - Guangda Electronic is facing a lawsuit from Zhejiang Suote Material Technology Co., Ltd. for patent infringement, claiming damages of 200 million yuan [2][10]. - The stock exchange has raised questions regarding the rationale behind the acquisition, the financial health of the target company, and the assumptions used in the valuation process [5][6][11].

Core Viewpoint - Fuda Alloy plans to acquire 52.61% of Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, with Guangda's main product being photovoltaic cell silver paste, which is used in solar cell electrodes [1] Group 1: Acquisition Details - The acquisition price for Guangda Electronic is set at 352 million yuan, and the company specializes in photovoltaic cell silver paste [1] - The actual controllers of Guangda Electronic are Wang Dawu and his son Wang Zhongnan, who have significant influence over the company's operations [1] - The acquisition comes shortly after a lawsuit was filed against Guangda Electronic by Zhejiang Suote, claiming patent infringement related to its silver paste products [1][2] Group 2: Financial Concerns - Guangda Electronic's gross profit margin has been declining, recorded at 7.41%, 6.26%, and 5.85% over recent periods, attributed to increased competition and cost pressures from downstream manufacturers [5] - The company's accounts receivable have been rising, with ratios of 16.82%, 17.88%, and 37.14% of revenue, indicating potential cash flow issues [5] - Negative cash flow is projected for 2023 and 2024, with net cash flows of -98.73 million yuan and -99.89 million yuan, respectively [5] Group 3: Legal Issues - Zhejiang Suote, recently acquired by Dike Co., has filed a lawsuit against Guangda Electronic for patent infringement, seeking 200 million yuan in damages [1][2] - This is not the first patent lawsuit initiated by Zhejiang Suote, which has a history of similar legal actions against other companies [3] Group 4: Market and Valuation Insights - The transaction values Guangda Electronic at 670 million yuan, reflecting a 5.2% increase from the previous financing round [6][7] - The deal raises concerns about differentiated pricing for previous investors, with a higher valuation of 745 million yuan offered to them, enhancing their return to 17% [7] - Fuda Alloy's financial health is also under scrutiny, with a projected increase in its debt ratio post-acquisition, from 65.93% to 77.23% [7][8]