证券代码：603045 证券简称：福达合金 公告编号：2025-031 福达合金材料股份有限公司 关于筹划重大资产重组的进展公告 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。 一、本次重大资产重组的基本情况 福达合金材料股份有限公司（以下简称"公司"）正在筹划以现金方式收购 浙江光达电子科技有限公司（以下简称"光达电子"）合计不低于 51%股权（以 下简称"本次交易"），最终交易价格需在公司及其聘请的中介机构完成尽职调 查及审计、评估程序后经各方协商确定，并以最终正式签署的收购协议为准。 经初步测算，本次交易预计构成《上市公司重大资产重组管理办法》规定的 重大资产重组，具体情况尚待审计、评估工作完成后方能确定。本次交易公司拟 采用现金方式支付，不涉及发行股份；本次交易对手方之一为王中男，系公司实 际控制人王达武之子，因此本次交易构成关联交易；本次交易完成后上市公司实 际控制人仍为王达武，不会导致上市公司控制权的变更。具体详见公司于 2025 年 7 月 14 日在上海证券交易所网站（www.sse.com.cn）披露的 ...

Group 1 - The company has confirmed that its subsidiary, Zhejiang Fulida Precision Hardware Manufacturing Co., Ltd., produces dynamic/static contacts that can be used in energy storage, charging piles, and high-voltage fast charging applications [2] - The inquiry was made by an investor on an interactive platform regarding the applicability of the company's products in the energy storage sector [2] - The company is actively engaging with investors to clarify the potential applications of its products in emerging markets [2]

Group 1 - The company has signed a maximum guarantee contract with Industrial Bank Co., Ltd. Wenzhou Branch to provide a joint liability guarantee for a bank credit limit of 44 million yuan for its wholly-owned subsidiary, Zhejiang Fuda Alloy Material Technology Co., Ltd. [2][4] - The guarantee period is three years from the expiration of the debt performance period under the main contract [7][11]. - The company has approved a total credit limit of up to 2.8 billion yuan for 2025, which can be used for mutual guarantees among the company and its subsidiaries [3][12]. Group 2 - As of the announcement date, the total guarantee balance for the company and its subsidiaries is 1.2201591 billion yuan, accounting for 125.67% of the latest audited net assets [13]. - The total guarantee amount is 1.969 billion yuan, which represents 202.80% of the latest audited net assets [13]. - All guarantees provided are for wholly-owned subsidiaries, and there are no overdue guarantees [13].

Group 1 - The stock price of Fuda Alloy is reported at 17.84 yuan as of August 5, 2025, remaining unchanged from the previous trading day, with an opening price of 17.96 yuan, a high of 18.00 yuan, and a low of 17.81 yuan, with a trading volume of 32,241 hands and a transaction amount of 0.58 billion yuan [1] - Fuda Alloy operates in the non-ferrous metals industry, with its main business in the industrial sector, which accounted for 97.71% of the company's revenue in 2024 [1] - The company is registered in Zhejiang and is categorized as a small-cap stock [1] Group 2 - As of August 5, 2025, Fuda Alloy and its subsidiaries have a guarantee balance of 1.22 billion yuan, with a total guarantee amount of 1.969 billion yuan, representing 125.67% and 202.8% of the most recent audited net assets, respectively [1] - The latest guarantee was a joint liability guarantee of 44 million yuan provided for a wholly-owned subsidiary for bank credit [1] Group 3 - On August 5, 2025, the net outflow of main funds for Fuda Alloy was 8.8685 million yuan, with a cumulative net outflow of 32.4783 million yuan over the past five trading days [1]

Core Viewpoint - Fuda Alloy announced its guarantee balances and total guarantees, indicating a significant portion of its net assets are tied to guarantees for wholly-owned subsidiaries [2] Financial Summary - As of the announcement date, the company's guarantee balance is approximately RMB 1.22 billion, which represents 125.67% of the latest audited net assets [2] - The total guarantee amount is approximately RMB 1.969 billion, accounting for 202.8% of the latest audited net assets [2] - All guarantees are provided for wholly-owned subsidiaries, with no overdue guarantees reported [2] Revenue Composition - For the year 2024, the revenue composition of Fuda Alloy is as follows: - Industrial business accounts for 97.71% - Other businesses account for 2.28% - Miscellaneous accounts for 0.01% [2]

福达合金材料股份有限公司 关于为控股子公司提供担保的公告 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。 重要内容提示： 担保对象及基本情况 | 被担保人名称 | | 浙江福达合金材料科技有限公司 | | --- | --- | --- | | 本次担保金额 | 4,400 万元 | | | 担保对象 实际为其提供的担保余额 | 121,015.91 | 万元 | | 是否在前期预计额度内 | 是 □否 | □不适用：_________ | | 本次担保是否有反担保 | □是 ☑否 | □不适用：_________ | 累计担保情况 | 对外担保逾期的累计金额（万元） | 0 | | --- | --- | | 截至本公告日上市公司及其控股子公 司对外担保总额（万元） | 196,900 | | 对外担保总额占上市公司最近一期经 | 202.80 | | 审计净资产的比例（%） | | | 特别风险提示（如有请勾选） | ☑对外担保总额超过最近一期经审计净资产 100% | | | □担保金额超过上市公司最近一期经审计净资产 ...

Group 1: M&A Activity Overview - From July 14 to July 20, there were 77 M&A events involving listed companies, with 27 classified as significant M&A transactions[9] - Out of the total M&A events, 12 were completed, including 1 significant M&A transaction involving Baota Industrial[9] - There were 3 failed M&A attempts by listed companies, specifically by Lixing Co., Hongming Co., and Zhongji Health[15] Group 2: Policy Updates - On July 18, Tianjin's financial authorities released measures to support M&A, focusing on 12 key industrial chains and establishing a resource pool for quality M&A targets[7] - The Shanghai G60 Science and Technology Innovation Group held a summit on July 16 to discuss M&A and overseas expansion in the context of innovation and industry leadership[7] Group 3: Market Performance - During the week of July 14 to July 20, the restructuring index outperformed the Wind All A index by 0.27%[19] - Over a mid-term view, the restructuring index's rolling 20-day return shifted from negative to positive compared to the Wind All A index[19] Group 4: Control Changes - Two listed companies reported changes in actual control during this period, with Shenjian Co. and Hualan Group undergoing ownership transitions[17]

Group 1: Acquisition Overview - Sinochem Equipment plans to issue shares to acquire 100% equity of Yiyang Rubber Machine and 100% equity of Beihua Machine, enhancing its core assets in rubber and chemical machinery[3] - The transaction represents an internal industry chain integration among key enterprises under China National Chemical Corporation[3] - The acquisition aims to create a more complete industrial chain loop by supplementing core assets in two major sectors[3] Group 2: Other Notable Acquisitions - Yuanli Co. intends to acquire control of Tongsheng Co. through a combination of share issuance and cash payment, with specific acquisition ratios to be determined in the formal agreement[3] - ST Weier plans to acquire 51% equity of Zijiang New Materials for a total transaction value of approximately 54.586 million yuan, focusing on energy storage and 3C digital products[3] - Fuda Alloy aims to acquire at least 51% equity of Guangda Electronics, a company specializing in electronic slurry products for solar photovoltaic and electronic components[3] Group 3: Market Trends and Implications - The acquisitions reflect a trend of consolidation within the chemical and machinery sectors, indicating a strategic move towards vertical integration and enhanced market positioning[3] - The reported market share of the target companies, such as Zijiang New Materials with a 22.2% market share in aluminum-plastic film sales, highlights their competitive advantage in the industry[3] - The ongoing mergers and acquisitions activity suggests a robust interest in expanding capabilities and market reach among Chinese enterprises[3]

Core Insights - The merger and acquisition (M&A) market has shown significant vitality since the release of the "Six Guidelines for Mergers and Acquisitions" with 200 major asset restructuring projects disclosed by July 15 [1] - The diversity of payment methods has become a prominent feature of the current M&A wave, particularly in the Sci-Tech Innovation Board, which has seen 54 new disclosed M&A transactions this year, with 40% involving stock or convertible bond payments [1] - The innovative application of diversified payment tools has effectively activated the M&A enthusiasm among participants, focusing on high-quality industrial mergers to drive companies into a fast track for high-quality development [1] Summary by Category M&A Market Activity - The M&A market has experienced a surge in activity, with 200 major asset restructuring projects disclosed since the introduction of the "Six Guidelines" [1] - The number of disclosed M&A transactions in the Sci-Tech Innovation Board reached 54 this year, indicating a robust market environment [1] Payment Methods - The current M&A landscape is characterized by a variety of payment methods, including stock issuance, convertible bonds, cash transactions, and more, with 40% of transactions utilizing these methods [1] - Companies are increasingly using innovative financing options such as directed convertible bonds, private placements, and M&A loans to facilitate transactions [1] Industry Focus - The focus of listed companies is shifting towards high-quality industrial mergers, with a number of landmark cases emerging, reflecting a new level of activity in the M&A market [1] - The ongoing M&A activities are seen as a means to enhance production capabilities and drive companies towards high-quality development [1]

Core Viewpoint - The announcement of a significant restructuring involving Zhejiang Fuda Alloy Materials Technology Co., Ltd. (Fuda Alloy) has led to a volatile stock performance, with the stock experiencing a near limit-down followed by a limit-up closing the next day [1][4]. Group 1: Acquisition Details - Fuda Alloy plans to acquire at least 51% of Zhejiang Guangda Electronic Technology Co., Ltd. (Guangda Electronics) for cash, which is expected to constitute a major asset restructuring [1][2]. - The transaction is characterized as a related party transaction due to the familial relationship between the actual controllers of both companies, Wang Dawu and Wang Zhongnan [2][3]. - Guangda Electronics specializes in electronic paste products for the photovoltaic industry and has established long-term partnerships with notable firms such as Tongwei Co., Ltd. and JA Solar Technology Co., Ltd. [3]. Group 2: Financial Implications - Fuda Alloy's main products include contact materials, layered contacts, and contact components, with projected revenue shares of 58.06%, 23.12%, and 15.19% respectively for 2024 [2]. - The acquisition will allow Fuda Alloy to expand its product offerings to include conductive silver paste, enhancing its position in the electrical metal materials industry [3]. - The silver paste is a critical component in photovoltaic cells, accounting for 27% of the non-silicon costs of solar cells, with silver making up 97% of the silver paste costs [3]. Group 3: Market Reaction - Following the acquisition announcement, Fuda Alloy's stock initially dropped by 7.38% but later surged to a limit-up, closing with a 10.01% increase, reflecting a market capitalization of approximately 26.36 billion [4]. - The stock's volatility is attributed to factors such as revenue growth, active financing, and strategic shifts into emerging sectors like renewable energy [4]. Group 4: Industry Context - The acquisition aligns with a broader trend in the photovoltaic industry, where mergers and acquisitions in the auxiliary materials sector have become increasingly active in 2023 [5]. - Previous attempts at major asset restructuring by Fuda Alloy, including a failed acquisition of Sanmenxia Aluminum, highlight the complexities and risks associated with such transactions [5].