证券代码：603045 证券简称：福达合金 公告编号：2025-049 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 2025 年 10 月 20 日，公司收到上海证券交易所上证公函【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）。 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 ...

Company Overview - Fuda Alloy's stock price increased by 2.03% on October 24, reaching 20.58 CNY per share, with a total market capitalization of 2.787 billion CNY [1] - The company has seen a year-to-date stock price increase of 62.32%, with recent performance showing an 8.54% rise over the last five trading days [1] Financial Performance - For the first half of 2025, Fuda Alloy reported revenue of 2.240 billion CNY, representing a year-on-year growth of 33.44% [2] - The net profit attributable to shareholders was 24.87 million CNY, which reflects a year-on-year decrease of 31.94% [2] Shareholder Information - As of June 30, Fuda Alloy had 14,900 shareholders, a decrease of 4.38% from the previous period, with an average of 9,120 circulating shares per shareholder, an increase of 4.59% [2] Dividend Distribution - Since its A-share listing, Fuda Alloy has distributed a total of 65.43 million CNY in dividends, with 22.48 million CNY distributed over the past three years [3] Business Segments - The company's main business involves the research, production, and sales of electrical contact materials, with revenue composition as follows: contact materials 56.37%, composite contacts 22.28%, contact components 14.65%, and others 6.39% [1]

Market Overview - The metal new materials sector experienced a decline of 1.41% on October 23, with Xinlaifu leading the drop [1] - The Shanghai Composite Index closed at 3922.41, up 0.22%, while the Shenzhen Component Index closed at 13025.45, also up 0.22% [1] Stock Performance - Notable gainers in the metal new materials sector included: - Zhongzhou Special Materials (300963) with a closing price of 23.14, up 3.21% and a trading volume of 604,700 shares, totaling 1.361 billion yuan [1] - Tianli Composite (920576) closed at 30.51, up 0.93% with a trading volume of 25,900 shares [1] - Platinum New Materials (300811) closed at 72.51, up 0.92% with a trading volume of 85,100 shares [1] - Major decliners included: - Xinlaifu (301323) closed at 64.22, down 6.95% with a trading volume of 86,100 shares [2] - Antai Technology (000969) closed at 20.18, down 5.39% with a trading volume of 2,151,700 shares, totaling 4.403 billion yuan [2] - Ni'an New Materials (688786) closed at 29.69, down 3.13% with a trading volume of 25,200 shares [2] Capital Flow - The metal new materials sector saw a net outflow of 690 million yuan from institutional investors, while retail investors contributed a net inflow of 668 million yuan [2] - The capital flow for specific stocks showed: - Zhongzhou Special Materials had a net outflow of 31.87 million yuan from institutional investors [3] - Platinum New Materials experienced a net inflow of 31.67 million yuan from institutional investors [3] - Other stocks like Jiangnan New Materials (603124) and Huada New Materials (605158) also showed varied capital flows with net inflows and outflows from different investor types [3]

Core Viewpoint - Fuda Alloy is attempting a transformation into the photovoltaic sector by planning to acquire a 52.61% stake in Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, following a previous failed major asset restructuring attempt [1] Group 1: Transaction Details - The acquisition is under scrutiny from the Shanghai Stock Exchange, focusing on the transaction's purpose, compliance, financial status of the target company, and valuation [2][4] - The proposed transaction price is 670 million yuan, with a significant increase in valuation of 171.38% compared to previous investments [4] Group 2: Financial Concerns - Guangda Electronic has shown revenue and net profit growth, but its accounts receivable as a percentage of revenue has increased significantly, raising concerns about cash flow and credit policies [3] - Fuda Alloy's own financial situation is precarious, with a debt ratio of 65.93% and projected to rise to 77.23% post-acquisition, indicating potential financial strain [3][4] Group 3: Strategic Intent - The acquisition is seen as a critical step for Fuda Alloy to create a "second growth curve," aiming to enhance profitability and competitiveness by integrating conductive silver paste business into its operations [6][7] - Fuda Alloy believes that Guangda Electronic's leading position in the photovoltaic sector will provide synergistic benefits and unlock further business potential [7]

Market Overview - The Shanghai Composite Index is at 3907.95 points, slightly down by 0.21%, and is above the five-day moving average [1] - The total trading volume of A-shares today is 137.8 billion yuan [1] Stocks Performance - A total of 537 A-shares have surpassed the five-day moving average today [1] - Notable stocks with significant deviation rates include: - Wanda Bearings with a deviation rate of 9.53% and a daily increase of 12.27% [1] - Electric Wind Power with a deviation rate of 9.42% and a daily increase of 13.35% [1] - Tianwo Technology with a deviation rate of 8.10% and a daily increase of 10.00% [1] Detailed Stock Data - The following stocks have notable performance metrics: - Wanda Bearings (Code: 920002): Latest price 115.99 yuan, five-day moving average 105.89 yuan, daily turnover rate 9.75% [1] - Electric Wind Power (Code: 688660): Latest price 22.08 yuan, five-day moving average 20.18 yuan, daily turnover rate 3.60% [1] - Tianwo Technology (Code: 002564): Latest price 9.02 yuan, five-day moving average 8.34 yuan, daily turnover rate 5.08% [1]

Core Viewpoint - Fuda Alloy Materials Co., Ltd. is pursuing a transformation into the photovoltaic sector by planning to acquire a 52.61% stake in Zhejiang Guoda Electronics Technology Co., Ltd. for 352 million yuan, following a previous failed major asset restructuring attempt [1][2]. Group 1: Acquisition Details - The acquisition involves a cash purchase of 352 million yuan for a controlling stake in Guoda Electronics, which operates in the photovoltaic silver paste business [1]. - The Shanghai Stock Exchange has raised concerns regarding the high premium of the transaction and its compliance, particularly focusing on the strategic rationale behind entering the photovoltaic sector amid declining profit margins in the industry [2][3]. Group 2: Regulatory Concerns - The regulatory inquiry emphasizes the need for Fuda Alloy to clarify the rationale for the acquisition, especially given the declining gross margins of Guoda Electronics, which were reported at 7.41%, 6.26%, and 5.85% for 2023, 2024, and the first half of 2025, respectively [2][3]. - Concerns were also raised about the significant discrepancies in the valuation of Guoda Electronics, with historical share prices varying from 6.36 yuan to 13.08 yuan per share, and the overall transaction valuation being 670 million yuan, reflecting a 171.38% increase [4]. Group 3: Financial Performance - Fuda Alloy reported a revenue increase of 33.44% to 2.24 billion yuan in the first half of 2025, driven by higher sales volumes and rising raw material prices, yet the net profit decreased by 31.94% to 24.87 million yuan [5][8]. - The company’s cash flow from operating activities was negative at -169 million yuan, primarily due to increased inventory and accounts receivable, raising concerns about its financial health [8]. Group 4: Debt and Financial Ratios - Fuda Alloy's total assets were reported at 2.918 billion yuan with total liabilities of 1.924 billion yuan, resulting in a debt ratio of 65.93% [9]. - Following the acquisition, the company's debt ratio is expected to rise to 77.23%, increasing financial leverage and raising concerns about its ability to manage debt [9].

Core Viewpoint - Fuda Alloy (603045.SH) announced a significant asset acquisition plan, which has raised questions from the Shanghai Stock Exchange regarding the transaction's purpose, the financial status of the target company, and the valuation of the deal [1][2] Group 1: Transaction Details - Fuda Alloy plans to acquire 52.61% of Guangda Electronics for approximately 352 million yuan, controlled by the actual controller Wang Zhongnan's family [1] - Guangda Electronics specializes in photovoltaic silver paste but has experienced a continuous decline in gross profit margins, recorded at 7.41%, 6.26%, and 5.85% over the reporting periods [1] Group 2: Regulatory Concerns - The Shanghai Stock Exchange has requested explanations regarding the rationale for acquiring related party assets and the commercial viability of the cross-industry transformation amid "red ocean competition" [1] - The exchange is particularly focused on the valuation discrepancies and performance commitments associated with the acquisition, noting that Guangda Electronics' post-investment valuation in 2024 is 637 million yuan, while the transaction price is set at 670 million yuan [1] Group 3: Financial Health of Guangda Electronics - Despite rapid revenue growth, Guangda Electronics has seen its accounts receivable as a percentage of revenue rise to 37.14% by June 2025, with negative operating cash flows projected for 2023 and 2024 [2] - The exchange has raised concerns about potential credit policy relaxations to stimulate sales and has requested clarification on the reasons and rationale for expected positive cash flow in the first half of 2025 [2] Group 4: Debt and Valuation Analysis - Guangda Electronics has a significantly higher debt-to-asset ratio compared to industry peers, with the combined company's ratio expected to increase from 65.93% to 77.23% post-transaction [2] - The valuation report predicts continued sales growth for the target company, with gross margins expected to rebound to 7%-8% after 2026, and a substantial increase in free cash flow anticipated in 2026 [2]

Core Viewpoint - Fuda Alloy is attempting a transformation into the photovoltaic sector by planning to acquire a 52.61% stake in Zhejiang Guoda Electronics Technology Co., Ltd. for 352 million yuan, following a previous failed major asset restructuring attempt [2][3] Group 1: Regulatory Scrutiny - The Shanghai Stock Exchange has raised concerns regarding the transaction's purpose, compliance, financial status of the target company, and valuation [3][4] - The exchange specifically questioned the rationale behind entering the photovoltaic silver paste industry, given the declining gross margins of the target company, which were reported at 7.41%, 6.26%, and 5.85% for 2023, 2024, and the first half of 2025 respectively [3][4] - Significant discrepancies in historical valuations of Guoda Electronics were noted, with share prices varying from 6.36 yuan to 13.08 yuan, raising questions about the rationale for the current transaction valuation of 670 million yuan [3][4] Group 2: Financial Concerns - Guoda Electronics has shown revenue and net profit growth, but its accounts receivable as a percentage of revenue has increased significantly, reaching 37.14% in 2025 [4] - The company reported negative cash flows from operating activities for 2023 and 2024, amounting to -98.73 million yuan and -99.89 million yuan respectively [4][5] - The high debt ratio of Guoda Electronics, reported at 77.33%, 72.20%, and 75.13% over the reporting period, is notably above the average of comparable companies by over 20 percentage points [4][5] Group 3: Company Performance - Fuda Alloy's revenue for the first half of 2025 was 2.24 billion yuan, a year-on-year increase of 33.44%, attributed to increased sales and rising raw material prices [6][9] - However, the company's net profit attributable to shareholders decreased by 31.94% to 24.87 million yuan, with a significant drop in non-recurring net profit by 59.77% to 10.17 million yuan [6][9] - The company aims to leverage the acquisition to create a "second growth curve," enhancing its product offerings and overall competitiveness in the market [9][10] Group 4: Financial Structure and Risks - Fuda Alloy's total assets were reported at 2.918 billion yuan with total liabilities of 1.924 billion yuan, resulting in a debt ratio of 65.93% as of mid-2025 [10] - The planned cash acquisition of 352 million yuan will be funded through self-raised and bank loans, potentially increasing the company's debt ratio to 77.23% post-transaction [10] - Previous failed restructuring attempts may lead to increased market skepticism regarding the feasibility and prospects of this acquisition [10]

证券代码：603045 证券简称：福达合金 公告编号：2025-048 福达合金材料股份有限公司 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 上市公司拟以现金 35,249.98 万元收购光达电子 52.61%股权，光达电子为 公司实际控制人王中男家族控制的企业。 1.关于交易目的。草案披露，（1）标的公司光达电子主营光伏银浆的研发、 生产和销售，利润主要来源于加工费，报告期内主营业务毛利率分别为 7.41%、 6.26%和 5.85%，呈逐年下降趋势。草案披露主要是因为光伏银浆行业竞争加剧， 叠加下游电池片厂商降本压力传导，毛利率水平进一步承压。（2）上市公司主 营业务为电接触材料的研发、生产和销售。草案披露公司与标的存在协同基础， 主要体现在原材料采购领域。 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 到上海证券交易所上证公函【2025】3750 号《关于对福达合金材料股份 ...

Core Insights - Fuda Alloy announced plans to acquire a 52.61% stake in Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, paying in cash [1] Financial Performance of Guangda Electronic - Guangda Electronic, a national high-tech enterprise, achieved revenues of 1.65 billion yuan, 2.68 billion yuan, and 1.41 billion yuan for the years 2023, 2024, and the first half of 2025 respectively, with net profits of 15.85 million yuan, 60.73 million yuan, and 26.53 million yuan [2] - The company's core products include photovoltaic silver paste covering various technology routes, with a highly concentrated customer base; the top five customers contributed 96.7% of revenue in the first half of 2025, with Tongwei Co., Ltd. accounting for 43.73% [2] Fuda Alloy's Strategic Transformation - In response to the slowing growth in the electrical contact materials industry, Fuda Alloy is pursuing a dual business model of "traditional manufacturing + new energy materials" through acquisitions [3] - The acquisition is expected to enhance the performance of Fuda Alloy's silver-based contact products by integrating Guangda Electronic's silver paste technology and optimizing raw material costs through its silver powder preparation process [3] Strategic Positioning in the Industry - Following the acquisition, Fuda Alloy will establish a dual business structure of "electrical contact materials + photovoltaic silver paste" [4] - If Guangda Electronic meets its performance commitment of 52.18 million yuan in 2025, Fuda Alloy's overall net profit is expected to increase significantly, indicating substantial valuation recovery potential [4] - This cross-industry merger exemplifies a low-risk, high-synergy transformation model for traditional manufacturing companies, highlighting the acceleration of Chinese manufacturing into high-end materials through capital operations [4]