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]

Core Viewpoint - Fuda Alloy announced plans to acquire 52.61% equity in Zhejiang Guangda Electronic Technology Co., Ltd. for a total consideration of 352.4998 million yuan, making it the controlling shareholder of Guangda Electronic [2] Group 1: Transaction Details - The acquisition will be conducted through cash payment to 15 shareholders, including Wenzhou Chuangda Investment Partnership and Wang Zhongnan [2] - The transaction is classified as a major asset restructuring under the regulations of the Management Measures for Major Asset Restructuring of Listed Companies [2] - The actual controller of Fuda Alloy, Wang Dawu, will remain unchanged post-transaction, as Wang Zhongnan is his son and the executive partner of Wenzhou Chuangda [2] Group 2: Legal Issues - Guangda Electronic is currently involved in a lawsuit filed by Zhejiang Suote Material Technology Co., Ltd. for infringement of invention patent rights, with a claim amount of 200 million yuan [2] - The case has been accepted by the Zhejiang Provincial High People's Court, and Guangda Electronic has received relevant litigation materials [2]

证券代码：603045 证券简称：福达合金 公告编号：2025-055 福达合金材料股份有限公司 关于重大资产购买暨关联交易的进展公告 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。 重要内容提示： 一、本次交易概况 福达合金材料股份有限公司（以下简称"公司"）拟以支付现金的方式向温 州创达投资合伙企业（有限合伙）（以下简称"温州创达"）、王中男、温州浩 华投资合伙企业（有限合伙）（以下简称"温州浩华"）等 15 名股东购买其所 持有的浙江光达电子科技有限公司（以下简称"光达电子"）52.61%的股权，交 易作价为 35,249.98 万元。本次交易完成后，公司将持有光达电子 52.61%的股 权，成为光达电子的控股股东。 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。 本次交易对方包括温州创达、王中男，温州创达由王中男担任执行事务合伙人， 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。 二、本次交易进展 案件 ...

证券代码：603045 证券简称：福达合金 公告编号：2025-056 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，经向上海证券交易所申请，公司将延期回复《问 询函》，延期时间不超过 5 个交易日，具体详见公司于 2025 年 11 月 4 日披露的 《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》（公告编号：2025-052）。 截至本公告披露日，《问询函》的回复内容仍在补充、完善，经向上海证券 交易所申请，公司将再次延期回复《问询函》，延期时间不超过 5 个交易日， 由此给投资者带来的不便，敬请谅解。 公司将继续积极推进相关工作，协调各方尽快完成《问询函》的回复工作并 及时履行信息披露义务。公司指定信息披露媒体为《上海证券报》及上海证券交 易所网站（www.sse.com.cn），公司所有信息均以上述指定媒体刊登的信息为准， 敬请广大投资者注意投资风险。 特此公告。 2025 年 11 月 11 日 福达合金材料股份有限公司 ...

Core Viewpoint - The company plans to acquire a 52.61% stake in Guangda Electronics for 352 million yuan in cash, which is expected to constitute a major asset restructuring and is classified as a related party transaction due to the connection between the transaction parties and the actual controller [1] Group 1: Transaction Details - The acquisition involves 15 shareholders and is valued at 352 million yuan [1] - The transaction is subject to approval from the company's shareholders and regulatory authorities [1] Group 2: Legal Issues - Guangda Electronics is currently involved in a lawsuit concerning the infringement of invention patent rights, with the amount in question being 200 million yuan [1] - The lawsuit materials were received by Guangda Electronics on November 10, and the case has not yet gone to trial, making the impact on profits uncertain [1]

Transaction Overview - The company plans to acquire 52.61% equity of Zhejiang Guangda Electronic Technology Co., Ltd. for a cash consideration of 352.4998 million yuan from 15 shareholders, including Wenzhou Chuangda Investment Partnership and Wang Zhongnan [2][3] - Upon completion of the transaction, the company will become the controlling shareholder of Guangda Electronic, while the actual controller of the company will remain Wang Dawu, ensuring no change in control [2] Progress of the Transaction - On July 13, 2025, the company signed a letter of intent for acquisition with Guangda Electronic's shareholders, aiming to acquire at least 51% of the equity [3] - The company has disclosed multiple progress announcements regarding the major asset restructuring from August to September 2025, culminating in the board's approval of the draft report related to the transaction on September 26, 2025 [3] Regulatory Inquiries and Legal Matters - On October 20, 2025, the company received an inquiry letter from the Shanghai Stock Exchange regarding the draft of the major asset purchase and related transactions [4] - The company has applied for an extension to respond to the inquiry, which will not exceed five trading days, to ensure the accuracy and completeness of the response [4] - On November 7, 2025, it was noted that Guangda Electronic is involved in a lawsuit regarding patent infringement, with a claim amount of 200 million yuan, although Guangda Electronic has not received any legal documents related to this case [4][5]