西南证券股份有限公司 关于广东松发陶瓷股份有限公司 重大资产置换及发行股份购买资产并募集 配套资金暨关联交易之向特定对象发行股 票募集配套资金发行过程和认购对象 合规性的报告 独立财务顾问（主承销商） 二零二五年八月 上海证券交易所： 经中国证券监督管理委员会（以下简称"中国证监会"）《关于同意广东松 发陶瓷股份有限公司发行股份购买资产并募集配套资金注册的批复》（证监许可 〔2025〕1032 号）同意注册，广东松发陶瓷股份有限公司（以下简称"松发股份"、 "公司"、"上市公司"或"发行人"）拟通过资产置换及发行股份的方式，购 买苏州中坤投资有限公司、恒能投资（大连）有限公司、苏州恒能供应链管理有 限公司、陈建华持有恒力重工 100.00%的股权，同时公司拟向不超过 35 名符合 条件的特定投资者发行股票募集配套资金总额不超过 400,000.00 万元（以下简称 "本次发行"）。 西南证券股份有限公司作为本次发行的独立财务顾问（主承销商）（以下简 称"西南证券"、"独立财务顾问（主承销商）"或"主承销商"），对公司本 次发行过程及认购对象的合规性进行了审慎核查，认为公司本次发行过程及认购 对象符合《中华人民 ...

Group 1: Investment Trends in Guangdong - Private investment is a significant indicator of development expectations and confidence in Guangdong's economy [1] - The province is implementing policies to stimulate private investment, focusing on new demand creation and industry expectations [1][2] - There is a notable increase in investment in sectors like chips and robotics, with private capital actively seeking opportunities [2] Group 2: Market Dynamics - The private investment growth rate in Guangdong showed fluctuations in the first half of the year, reflecting a cautious approach from private real estate companies [1][2] - New consumption sectors have seen a rise in financing events, indicating a shift towards health foods, pet consumption, and smart living [3] - The real estate sector is adapting to new regulations, with increased transaction volumes in specific housing types, suggesting strong demand for upgrades [3][4] Group 3: Policy Support and Economic Outlook - Central government meetings have emphasized urban renewal and consumption, which are expected to drive a positive cycle of investment and consumption [3][4] - Guangdong has introduced 26 measures to deepen investment and financing reforms, targeting key sectors like railways and advanced manufacturing [6] - The province has recommended 104 key private investment projects with a total planned investment of 215.8 billion yuan [6] Group 4: Mergers and Acquisitions Activity - There is a surge in mergers and acquisitions in Guangdong, with 41 completed transactions in the first half of the year, amounting to 37.594 billion yuan [7][8] - Companies like Songfa Co. and TCL Technology are leveraging acquisitions to diversify and strengthen their market positions [7] - The provincial government is actively supporting the M&A market through various initiatives, enhancing the capital market's role in the economy [8]

Core Viewpoint - Guangdong Songfa Ceramics Co., Ltd. has undergone a significant business transformation from ceramic manufacturing to research, production, and sales of ships and high-end equipment following a major asset restructuring completed in May 2025 [1][2][3] Stock Trading Anomaly - The company's stock experienced a cumulative price deviation of over 12% during three consecutive trading days from August 6 to August 8, 2025, indicating abnormal trading activity [1][2] Company Operations - Following the asset restructuring, the company's production and operational status is reported as normal, with no undisclosed significant information [2][4] - The company received approval from the China Securities Regulatory Commission for its asset purchase and fundraising on May 16, 2025, and completed the asset transfer by May 22, 2025 [2][3] Financial Performance - As of December 31, 2024, the company reported total assets of 571.78 million yuan and a net asset value of 1.51 million yuan, with a revenue of 274.81 million yuan and a net loss of 76.64 million yuan for the year [5] - The company anticipates a turnaround in financial performance post-restructuring, projecting a net profit of 580 million to 700 million yuan for the upcoming fiscal year [6] Board and Governance - The company held a board meeting on August 5, 2025, to discuss the early election of the board, reflecting changes in management and governance following the restructuring [3][4]

证券代码：603268 证券简称：*ST松发 公告编号：2025临-075 （一）公司生产经营情况 广东松发陶瓷股份有限公司 股票交易异常波动公告 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： ● 广东松发陶瓷股份有限公司（以下简称"公司"）股票于 2025 年 8 月 6 日、8 月 7 日、8 月 8 日连续 3 个交易日收盘价格涨幅偏离值累计超过 12%，根 据《上海证券交易所交易规则》的相关规定，属于股票交易异常波动情形。 ● 经公司自查并向控股股东、实际控制人书面征询确认，截至本公告披露 日，除公司已披露事项外，不存在应当披露而未披露的重大信息。 ● 公司已实施重大资产重组，本次重组相关标的的交割事宜于 2025 年 5 月办理完毕，公司主营业务发生重大变化，由陶瓷制造业务变更为船舶及高端装 备的研发、生产和销售。 一、股票交易异常波动的具体情况 公司股票于 2025 年 8 月 6 日、8 月 7 日、8 月 8 日连续 3 个交易日收盘价格 涨幅偏离值累计超过 12%，根据《上海证券交易所交易规 ...

8月6日晚间，广东松发陶瓷股份有限公司（以下简称"*ST松发"发布第六届董事会第十二次会议决议公告：鉴于公司 已实施重大资产置换及发行股份购买资产，公司主营业务、控股股东、股权结构等基本情况已发生重大变化。为稳步 实现置入资产与上市公司管理体系、组织架构的衔接整合，公司董事会拟提前进行换届选举。 经股东提名，董事会提名与薪酬考核委员会审查，提名陈建华、陈汉伦、王孝海、史玉高、张恩国、王月为广东松发 陶瓷股份有限公司董事会非独立董事候选人。 根据近两年公开报道，陈汉伦已深度参与恒力集团的经营管理。 去年8月，恒力重工与地中海航运（MSC）签署战略合作协议，在新造船、配套发动机、船舶修理等业务领域开展全 方位合作，陈建华、陈汉伦均出席了签约活动。 去年12月，恒力·绿色船舶发展大会在大连举行，陈汉伦出席论坛并致辞。 公告截图 公开资料显示，陈汉伦出生于2001年，是ST松发实际控制人、恒力集团董事长兼总裁陈建华、范红卫夫妇之子，未持 有恒力集团与*ST松发股份。陈汉伦为研究生学历，应用金融硕士，曾任普华永道（新加坡）企业所得税税务咨询顾 问。2024年3月至今任恒力集团有限公司副总裁。 据了解，这是陈汉伦首次出现 ...

Group 1 - The core viewpoint of the article highlights the succession of the second generation in large private enterprises, particularly focusing on the entry of Chen Hanlun into the board of *ST Songfa [1][5] - Chen Hanlun, born in 2001, holds a master's degree in applied finance and has been appointed as a director of *ST Songfa after the company's board restructuring [5][6] - Hengli Group, led by Chen Jianhua and Fan Hongwei, is a prominent private enterprise with a projected total revenue of 871.5 billion yuan in 2024, ranking 81st in the Global Fortune 500 and 25th in China's top 500 enterprises [2][10] Group 2 - Hengli Heavy Industry, a subsidiary of Hengli Group, aims to enter the top tier of the global shipbuilding industry, reflecting the company's strategic focus on high-end equipment manufacturing [4][10] - The restructuring of *ST Songfa involved a significant asset swap, changing its main business to shipbuilding and high-end equipment manufacturing, with the actual controllers remaining Chen Jianhua and Fan Hongwei [5][10] - The article notes that several petrochemical private enterprises, including Rongsheng Petrochemical and Hengyi Petrochemical, are also undergoing generational transitions [3][7][8][9] Group 3 - Hengli Group has attempted to spin off its subsidiary Kanghui New Materials for public listing but has faced two unsuccessful attempts due to market conditions and financial issues with the partner company [12][13] - The establishment of Hengli Heavy Industry in July 2022 marked a significant investment in high-end marine equipment manufacturing, with plans to utilize the STX (Dalian) shipyard assets [10] - The shipbuilding industry is highlighted as crucial for global trade and national security, with a positive outlook for profitability in the sector [10]

Group 1 - The renovation and building materials sector experienced a slight decline, closing at 14,357.55 points with a drop of 0.37% [1] - Filinger led the decline in the renovation and building materials stocks, closing at 21.10 CNY per share with a decrease of 4.18% [1] - Beijing Lier and Puyang Co. followed with declines of 3.16% and 2.79%, closing at 6.75 CNY and 7.32 CNY per share respectively [1] Group 2 - The report from Yiou Think Tank indicates that the transaction volume in China's technology market is increasing annually, with a projected contract transaction volume of 6.8 trillion CNY in 2024, reflecting a year-on-year growth of approximately 11.2% [1] - The development of the technology market is providing a stable foundation for the growth of the whole-house smart industry in China [1] - By 2025, the smart home market in China is expected to exceed 1 trillion CNY, driven by major players in the internet, home appliances, and traditional hardware sectors entering the smart home arena [1]

Core Viewpoint - The company *ST Songfa is undergoing a board reshuffle, with a notable inclusion of a "post-00s" director, Chen Hanlun, who is the son of the actual controllers of the company, indicating a generational shift in leadership [1][3]. Group 1: Company Leadership and Changes - *ST Songfa's board has proposed a new election for non-independent directors, nominating Chen Jianhua, Chen Hanlun, Wang Xiaohai, Shi Yugao, Zhang Enguo, and Wang Yue [1]. - Chen Hanlun, born in 2001, is 24 years old and has a master's degree in applied finance. He has previously worked as a tax consultant at PwC Singapore and has been deeply involved in the management of Hengli Group [3][4]. - The company has seen a significant increase in the wealth of its actual controllers, with Chen Jianhua and Fan Hongwei ranking as Jiangsu's richest with a stock value of 801.2 billion yuan, up by 119.9 billion yuan from the previous year [3]. Group 2: Financial Performance and Strategic Moves - *ST Songfa has turned a profit in the first half of the year, with a projected net profit of 580 million to 700 million yuan for the first half of 2025, marking a turnaround from previous losses [5]. - The company is undergoing a major asset restructuring to acquire 100% of Hengli Heavy Industry, which specializes in shipbuilding and high-end equipment manufacturing, aiming to accelerate its strategic transformation and seek new profit growth points [5]. - As of August 6, *ST Songfa's stock closed at 48.19 yuan per share, up 3.59%, with a total market capitalization of 41.525 billion yuan [6].

Core Viewpoint - *ST Songfa has undergone significant changes in its main business, controlling shareholders, and equity structure due to major asset swaps and share issuance for asset purchases, prompting an early board election to ensure integration with the new assets [1] Group 1: Board Restructuring - The seventh board of directors of *ST Songfa is proposed to consist of 9 members, including 3 independent directors and 6 non-independent directors [3] - Chen Hanlun, the son of actual controller Chen Jianhua, has been nominated as a non-independent director candidate, indicating his increasing role in the family-controlled company [3] Group 2: Chen Hanlun's Background - Chen Hanlun, born in 2001, has been active in public appearances since becoming Vice President of Hengli Group in March 2024, showcasing his involvement in significant corporate events [4] - His family's wealth is substantial, with Chen Jianhua and Fan Hongwei ranking 20th on the Hurun Rich List with a net worth of 125 billion yuan [5] Group 3: Company Transformation - Originally engaged in daily ceramic products, *ST Songfa has transformed into a popular stock in the A-share market following a major asset restructuring announcement in October 2024, planning to acquire 100% of Hengli Heavy Industry [7] - The restructuring was completed in May 2025, leading to a management adjustment and relocation of the company's office to Dalian [8] Group 4: Stock Performance - Following the restructuring announcement, *ST Songfa's stock price surged from approximately 14 yuan per share to a peak of 54 yuan, with a market capitalization exceeding 40 billion yuan, up from less than 2 billion yuan prior to the surge [8] - The company anticipates a net profit of 580 million to 700 million yuan for the first half of 2025, marking a turnaround from previous losses [10]

Group 1 - *ST Songfa has undergone significant changes in its main business, controlling shareholder, and equity structure due to major asset replacement and share issuance [4][6] - The company has nominated a new board of directors, including 24-year-old Chen Hanlun, son of actual controller Chen Jianhua, who is also the richest person in Jiangsu with a wealth of 125 billion yuan [4][6] - *ST Songfa's main business will shift from daily ceramic products to shipbuilding and high-end equipment manufacturing after acquiring 100% equity of Hengli Heavy Industry [6][7] Group 2 - Hengli Group, which controls *ST Songfa, is ranked among the Fortune Global 500 and China’s top 500 enterprises, with a total revenue of 871.5 billion yuan in 2024 [5][8] - The company has faced continuous losses in recent years, but it is expected to turn a profit in the first half of 2025, projecting a net profit of 580 million to 700 million yuan [6] - Hengli Heavy Industry aims to become a world-class green shipbuilding and high-end equipment manufacturing base, with over $1 billion in signed shipbuilding orders [7]