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].

Group 1 - Fuda Alloy announced plans to acquire at least 51% of Zhejiang Guangda Electronic Technology Co., Ltd. in cash, marking a significant step in its strategic layout in the electrical metal materials sector [1] - Guangda Electronic specializes in the research and production of electronic pastes, with its core product, photovoltaic silver paste, widely used in the solar energy field [1][2] - The acquisition will allow Fuda Alloy to add conductive silver paste business to its existing operations, enhancing its electrical metal materials industry chain [1][2] Group 2 - Guangda Electronic has established a strong position in the new energy materials sector, achieving self-research and production of key raw materials for photovoltaic silver paste, thus breaking the previous reliance on imports [2] - The company ranks fifth in the global photovoltaic silver paste market with a market share of 4.6% in 2024, maintaining stable cooperation with leading firms like Tongwei Co., Ltd. and JA Solar Technology [2] - The merger is expected to create a synergistic development between electrical contact materials and photovoltaic silver paste, enriching Fuda Alloy's product line and aligning with national technological innovation strategies [2]

Core Viewpoint - Fuda Alloy (603045.SH) is planning to acquire at least 51% of Zhejiang Guangda Electronic Technology Co., Ltd. in a related party transaction, despite experiencing continuous revenue growth without corresponding profit increases [1][3]. Financial Performance - In 2016, Fuda Alloy achieved a revenue of 1.037 billion yuan, a year-on-year increase of 22.14%, with a net profit of 46.27 million yuan, up 12.69% [1][8]. - By 2024, the company's revenue is projected to reach 3.851 billion yuan, marking a 37.94% year-on-year growth, while net profit is expected to be 45.63 million yuan, a growth of 11.69% [1][7]. - Over the past eight years, Fuda Alloy's revenue has increased 2.7 times, but net profit has decreased by 1.37% [2][9]. - In Q1 2025, the company reported a revenue of 1.008 billion yuan, a significant year-on-year increase of 54.18%, but incurred a net loss of 5.12 million yuan compared to a profit of 6.89 million yuan in the same period last year [2][9]. Related Party Transaction - The acquisition of Guangda Electronic constitutes a related party transaction, as the actual controller of Guangda, Wang Zhongnan, is the son of Fuda Alloy's actual controller, Wang Dawu [3][4]. - The transaction will be conducted in cash and will not involve the issuance of new shares, ensuring that the control of the company remains unchanged [3][4]. Business Expansion - Guangda Electronic specializes in the research, production, and sales of electronic paste products, particularly in the photovoltaic sector, and has established stable partnerships with well-known companies in the industry [4]. - The acquisition aims to enhance Fuda Alloy's product offerings by adding conductive silver paste to its existing portfolio, potentially creating new profit growth points and improving overall profitability [4][5]. Cost and Profitability Challenges - Despite revenue growth, Fuda Alloy has faced challenges with increasing expenses, leading to a decline in net profit margins. In Q1 2025, selling expenses rose by 151.13%, management expenses by 9.80%, and financial expenses by 6.21% [9][10]. - The company's gross margin has been declining, with rates of 10.97%, 10.01%, and 8.52% from 2022 to 2024, and further dropping to 6.25% in Q1 2025 [11].

Core Viewpoint - Fuda Alloy (603045.SH) has initiated a cash acquisition plan for at least 51% of Zhejiang Guangda Electronic Technology Co., Ltd, marking its first asset acquisition since the termination of a previous major restructuring with Sanmenxia Aluminum Industry [1][2] Group 1: Acquisition Details - The acquisition is still in the planning stage, and there are uncertainties regarding its completion [1] - This transaction is classified as a related party transaction, as Guangda Electronic is controlled by the son of Fuda Alloy's actual controller [2] - The acquisition will not involve the issuance of new shares, thus maintaining the current control structure of the company [2] Group 2: Industry Context - Fuda Alloy operates in the electrical contact materials sector, while Guangda Electronic specializes in electronic paste products, particularly for solar photovoltaic applications [2] - The acquisition aims to diversify Fuda Alloy's product offerings by adding conductive silver paste to its existing portfolio, which includes electrical contact materials [2] Group 3: Financial Performance - In 2024, Fuda Alloy reported revenues of 3.851 billion and a net profit of 45.63 million, reflecting year-on-year growth of 37.94% and 11.69% respectively, although the adjusted net profit decreased by 56.85% [3] - For the first quarter of the current year, the company achieved revenues of 1.008 billion, a 54.18% increase, but reported losses in both net profit and adjusted net profit [3]

Market Outlook - The market is expected to enter the next phase of an upward trend, with potential to break through the peak in the second half of 2024 due to existing discrepancies in market expectations [1][14]. Financial Performance - Zijin Mining anticipates a net profit of approximately RMB 23.2 billion for the first half of the year, representing a year-on-year increase of about 54% [9]. - Limin Co. forecasts a net profit of between RMB 260 million and RMB 280 million for the first half of 2025, reflecting a significant year-on-year growth of 719.25% to 782.27% [11]. - China Shenhua projects a net profit of between RMB 23.6 billion and RMB 25.6 billion for the first half of 2025, indicating a year-on-year decline of 13.2% to 20% due to decreased coal sales volume and average selling prices [13]. Corporate Actions - Fuda Alloy is planning to acquire at least 51% of the shares in Guangda Electronics, a company specializing in electronic paste products, which will enhance its product offerings in the solar energy sector [12]. Regulatory Developments - The Shanghai Stock Exchange has released new self-regulatory guidelines for companies listed on the Sci-Tech Innovation Board, allowing 32 unprofitable companies to enter the growth tier [5]. - The Ministry of Industry and Information Technology has outlined key points for the integration of information technology and industrialization, emphasizing support for AI applications in manufacturing [5]. Market Trends - Major U.S. stock indices closed lower, with the Dow Jones down 0.63%, S&P 500 down 0.33%, and Nasdaq down 0.22%, while large tech stocks showed mixed performance [4]. - International oil prices increased, with WTI crude oil rising by $1.88 to $68.45 per barrel, a 2.82% increase, and Brent crude oil up by $1.72 to $70.36 per barrel, a 2.51% increase [4]. - COMEX gold futures rose by $38.30 to $3,364.00 per ounce, a 1.15% increase, while silver futures surged by $4.22 to $39.075, marking a new high since 2011 [4].

Industry News - The national insurance companies have fully implemented a long-cycle assessment mechanism of over three years, with the addition of five-year cycle indicators. The net asset return rate will now include a five-year cycle indicator, with weights of 30%, 50%, and 20% for the current year, three-year, and five-year indicators respectively [1][8] - The adjustment of the national basic medical insurance, maternity insurance, and work-related injury insurance drug catalog, as well as the commercial health insurance innovative drug catalog, has officially started. The new commercial insurance innovative drug catalog focuses on high innovation and significant clinical value drugs that cannot be included in the basic catalog due to exceeding the "basic protection" positioning [2][10] - The China Securities Association has released 28 measures to promote high-quality development in the securities industry, focusing on improving self-regulatory management and enhancing service functions [3][9] - The Shanghai Stock Exchange has published guidelines for the Sci-Tech Innovation Board, allowing 32 existing unprofitable companies to enter the growth layer immediately, with no additional listing thresholds for new unprofitable companies [3][6] Company News - China Shenhua announced a net profit of 23.6 billion to 25.6 billion yuan for the first half of the year, representing a year-on-year decline of 13.2% to 20% [14] - Fuda Alloy plans to acquire at least 51% of the shares of TOPCon battery silver paste company Guangda Electronics [15] - Huaxi Securities expects a year-on-year increase in net profit of 1025% to 1354% for the first half of the year [15] - Zijin Mining anticipates a net profit of approximately 23.2 billion yuan for the first half of the year, a year-on-year increase of 54% [16] - Sanhe Pile expects a year-on-year increase in net profit of 3091% to 3889% for the first half of the year [17] - Limin Co. anticipates a year-on-year increase in net profit of 719.25% to 782.27% for the first half of the year [17] - Lanqi Technology expects a year-on-year increase in net profit of 85.50% to 102.36% for the first half of the year [18] - Aopu Mai expects a net profit of approximately 37 million yuan for the first half of the year, a year-on-year increase of 53.28% [19] - China Jushi anticipates a year-on-year increase in net profit of 71.65% to 76.85% for the first half of the year [19] - Gaode Infrared expects a year-on-year increase in net profit of 735% to 957% for the first half of the year [19] - Degute is planning to acquire 100% of Haowei Technology, with stock resuming trading [19] - Kanghua Bio is planning a change of control, with stock suspended from trading [19] - Dongfang Caifu announced that its subsidiary Hafu Securities has been approved by the Hong Kong Securities and Futures Commission to provide virtual asset trading services [20] - Galaxy Microelectronics plans to invest 310 million yuan to build the first phase of a high-end integrated circuit discrete device industrialization base [20]