尚纬股份有限公司 603333 2025 年第二次临时股东会会议资料 二○二五年七月 2025 年第二次临时股东会会议资料 会议议程 尚纬股份有限公司 2025 年第二次临时股东会会议议程 现场会议时间：2025 年 8 月 1 日 14 点 00 分 网络投票时间：通过交易系统投票平台的投票时间为股东会召开当日的交易时间段， 即 9:15-9:25,9:30-11:30，13:00-15:00；通过互联网投票平台的投票时间为股东会召 开当日的 9:15-15:00。 现场会议地点：四川省乐山高新区迎宾大道 18 号尚纬股份有限公司会议室 会议方式：现场记名投票与网络投票相结合方式 会议主持人：公司董事长 会议主要议程： 一、参会股东资格审查 公司登记在册的所有股东或其代理人，均有权出席股东会。股东应当持身份证或其 他能够表明其身份的有效证件或证明出席股东会。代理人还应当提交股东授权委托书和 本人有效身份证件。 1 | | 2025 年第二次临时股东会会议资料 会议议程 | | --- | --- | | 2.03 | 《发行对象及认购方式》 | | 2.04 | 《定价基准日、定价原则及发行价格》 | | ...

Group 1 - The core point of the article is that Shangwei Co., Ltd. is undergoing a significant change in its ownership structure, with the new controlling shareholder, Fuhua Chemical, planning to raise up to 1.144 billion yuan through a private placement to improve liquidity and reduce financial risks [2][3][4] - Fuhua Chemical's shareholding will exceed 40% after the private placement, increasing from 25.35% to 42.21% (43.13% after excluding treasury shares) [3][4] - The funds raised will be allocated for digital upgrades, marketing center and brand promotion projects, and to supplement working capital, with 1.5 billion yuan specifically for digital upgrades [5][7] Group 2 - Shangwei Co., Ltd. is facing increased competition in the specialty cable sector, with market dynamics shifting towards larger enterprises and higher-end products [5][6] - The company has projected a net loss of 27 million to 35 million yuan for the first half of the year, attributed to intensified market competition [7] - As of March 31, 2025, the company's current liabilities accounted for 85.67% of total liabilities, indicating high financial risk and short-term repayment pressure [6][7]

Group 1 - Yaxin Security plans to reduce its shareholding by up to 3%, totaling no more than 12 million shares, from August 8, 2025, to November 7, 2025 [1] - Shangwei Co. intends to issue up to 180 million shares to its controlling shareholder, raising no more than 1.144 billion yuan for digital upgrades and working capital [1][2] - Anker Innovations is exploring the possibility of overseas share issuance to enhance its global strategy and brand image, with no specific plan confirmed yet [3] Group 2 - AVIC Xi'an Aircraft Industry Group's chairman resigned due to work changes, effective immediately upon submission of the resignation [4] - Tianci Materials signed a procurement cooperation agreement to supply at least 550,000 tons of electrolyte products to Chuangneng New Energy from 2025 to 2030, enhancing market share and profitability [5][6] - Guangshentang's innovative drug GST-HG131 has been included in the list of breakthrough therapies, but this does not guarantee market approval or immediate financial impact [7][8] Group 3 - Chaozhuo Aerospace plans to reduce its shareholding by up to 3%, totaling no more than 896,000 shares, from August 7, 2025, to November 6, 2025 [9] - Taiji Group intends to repurchase shares worth between 80 million and 120 million yuan, with a maximum price of 28.03 yuan per share, to be used for cancellation [11][12] - Xibu Materials plans to invest 125 million yuan in a private placement by its subsidiary to raise 147 million yuan for working capital and loan repayment [13] Group 4 - Shantui Co. plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange [14] - *ST Huawang intends to acquire 55.5% of Niwei Power for 666 million yuan, entering the new energy hybrid vehicle sector [15] - Tailin Bio's controlling shareholder plans to reduce its shareholding by up to 1.5%, totaling no more than 1.8195 million shares, for personal funding needs [17] Group 5 - Huicheng Vacuum plans to reduce its shareholding by up to 3%, totaling no more than 3 million shares, from August 7, 2025, to November 6, 2025 [18][19] - Kesi Co.'s actual controller plans to reduce its shareholding by up to 3%, totaling no more than 14.27 million shares, for personal funding needs [20][21] - Zhongchong Co.'s controlling shareholder plans to reduce its shareholding by up to 1.5%, totaling no more than 4.56 million shares, for funding needs [22][23] Group 6 - Shanhigh Environmental plans to raise no more than 718 million yuan through a private placement to supplement working capital and repay bank loans [24][25] - Zhongrong Electric plans to invest 114 million yuan in the construction of the Sinok New Energy Technology Park, expected to be completed by the end of 2027 [26] - Kaisen New Materials' shareholder plans to transfer 4.75% of its shares, totaling 20 million shares, for personal funding needs [27] Group 7 - Xinxin Standard's controlling shareholder plans to reduce its shareholding by up to 3%, totaling no more than 6.7792 million shares, for personal funding needs [28] - Chuhuan Technology plans to invest 9.99 million yuan in a partnership focused on high-end manufacturing, including semiconductors and new materials [29] - Shankai Intelligent's stock will resume trading after a share transfer agreement with Changjiang Aerospace, which will become the controlling shareholder [30]

Group 1 - Henan Province has introduced new policies to support listed companies in mergers and acquisitions, encouraging transformation and resource allocation towards sectors like artificial intelligence, low-altitude economy, biomedicine, new materials, and high-end equipment [1] - Postal Savings Bank announced plans to invest 10 billion yuan to establish a financial asset investment company, marking the establishment of financial asset investment companies by all six major state-owned banks [1] Group 2 - Nvidia CEO Jensen Huang highlighted 11 Chinese companies during his speech at the Chain Expo, praising China's supply chain as a miracle and predicting that factories will be driven by software and AI in the next decade [2] Group 3 - The State Council meeting emphasized strengthening domestic circulation as a strategic move for economic stability, focusing on boosting consumption and optimizing policies to release domestic demand potential [5] - The Minister of Commerce stressed the importance of high-level opening-up to enhance domestic circulation and improve international competitiveness [7] Group 4 - Beijing Yizhuang has launched the first local 6G industry funding support policy, offering up to 30 million yuan for companies undertaking significant 6G technology tasks [9] - National power load has reached a historical high of 1.506 billion kilowatts, marking a 0.55 billion kilowatt increase from last year [10] - China has successfully established the world's first international standard for supercapacitors used in power storage, receiving support from countries like Germany and Japan [10] Group 5 - Fengshen Co. plans to raise up to 1.1 billion yuan through a private placement to expand its production capacity for high-performance giant engineering tires [11] - Pinggao Electric has won a procurement project from the State Grid worth approximately 1.45 billion yuan, accounting for 11.69% of its 2024 revenue [13] - Tuo Xin Pharmaceutical intends to invest 10 million yuan in Jiangsu Jinsan Biotechnology, acquiring a 1.75% stake [15] - Tesla announced the upcoming launch of Model Y L, a luxury electric SUV, expected to be priced around 400,000 yuan [17] - BYD plans the largest-scale OTA update for its "Tian Shen Zhi Yan" intelligent driving system, covering multiple functionalities [19] Group 6 - Wuzhou Zhongda intends to acquire 100% equity of Huzhou South Taihu Technology for 1.457 billion yuan, aiming to enhance its market share in the cogeneration sector [21] - AUX Electric has submitted a listing application to the Hong Kong Stock Exchange, with a market share of 7.1% in 2024 [23] - ST Huawang plans to purchase 55.5% equity of Anhui Niwei Power Systems for a total of approximately 606 million yuan [25] - Shangwei Co. aims to raise up to 1.144 billion yuan through a private placement to enhance its digital transformation and marketing efforts [26] - Faraday Future announced it has secured 105 million USD in financing to accelerate the launch of its new FX Super One model [27] - Huayuan Holdings plans to repurchase shares worth 20 to 40 million yuan for employee stock ownership plans [28] - Pinming Technology expects a net profit of 28 to 34 million yuan for the first half of the year, representing a year-on-year growth of 231.79% to 302.89% [29]

Core Viewpoint - The acquisition involves Fuhua Tongda Chemical Co., Ltd. purchasing shares of Shangwei Co., Ltd. through a cash subscription for a specific issuance of stocks, which will increase Fuhua's stake to over 30%, triggering a mandatory tender offer obligation unless exempted by the shareholders' approval [2][19]. Group 1: Acquisition Details - Fuhua Tongda plans to subscribe for up to 181,338,685 shares of Shangwei, which will increase its ownership from 25.35% to 42.21% post-acquisition [11][20]. - The acquisition is subject to approval from Shangwei's shareholders and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [6][10]. - Fuhua has committed to not transferring the newly acquired shares for 36 months following the issuance [2][19]. Group 2: Financial Overview - Fuhua Tongda reported total assets of approximately 1,344,052.07 million yuan and net assets of 372,473.69 million yuan as of December 31, 2024 [6]. - The company has shown a revenue of 767,189.24 million yuan for the fiscal year ending December 31, 2024, with a net profit of 60,271.22 million yuan [7]. Group 3: Corporate Structure - Fuhua Tongda is controlled by Sichuan Leshan Fuhua Agricultural Science and Technology Investment Group, which holds 56.32% of its shares [5]. - The actual controller, Zhang Hua, has been the chairman since the company's establishment in December 2007 [5][6]. Group 4: Compliance and Legal Matters - Fuhua Tongda has not faced any administrative or criminal penalties in the last five years, indicating a clean legal standing [7]. - The acquisition process adheres to the regulations set forth in the Company Law and Securities Law of the People's Republic of China [2][19].

Core Viewpoint - The company, Shangwei Co., Ltd. (603333.SH), is undergoing a significant change in ownership and is planning a private placement to raise up to 1.144 billion yuan, primarily to improve its financial structure and address high short-term debt pressures [1][5]. Group 1: Private Placement Details - The company plans to issue shares to its new controlling shareholder, Fuhua Chemical, at a price of 6.31 yuan per share, raising a total of no more than 1.144 billion yuan [2][3]. - After the private placement, Fuhua Chemical's shareholding will increase to 42.21%, enhancing its control over the company [3]. Group 2: Financial Situation - As of March 31, 2025, the company's current liabilities accounted for 85.67% of its total liabilities, indicating a high financial risk and short-term repayment pressure [1][5]. - The funds raised will be allocated as follows: 150 million yuan for digital transformation and capability enhancement, approximately 43.87 million yuan for marketing and brand promotion, and 950 million yuan to supplement working capital [5]. Group 3: Industry Context and Competition - The company faces increasing competition in the specialty cable sector, with market dynamics shifting towards larger enterprises and higher-end products [3]. - The nuclear power cable segment is experiencing stable demand growth, but it does not exhibit explosive growth like lithium batteries or photovoltaics [4].

Group 1 - Meidi Kai plans to acquire 100% equity of Haisholi and INNOWAVE VIETNAM for a total of 2 billion KRW, entering Samsung's supply chain and filling gaps in its ultra-thin optical film business [3] - Tuo Xin Pharmaceutical will invest 10 million CNY in Jiangsu Jinsan Biotechnology, acquiring a 1.75% stake, as Jinsan has successfully produced high-purity ergothioneine [4] - Zhejiang Energy Power reported a 4.48% increase in power generation to 78.848 billion kWh in the first half of the year, driven by rising electricity demand in Zhejiang province [5] Group 2 - Anker Innovation is researching overseas share issuance to enhance its global strategy and brand image, with no specific plan confirmed yet [6] - *ST Chuangxing announced a change in actual controller to Wang Xiangrong after a judicial auction of shares [7] - Hosheng Silicon Industry's controlling shareholder plans to transfer 5.08% of its shares for 2.634 billion CNY [8] Group 3 - Wuchan Zhongda's subsidiary plans to acquire 100% equity of South Taihu Technology for 1.457 billion CNY, aiming to strengthen its position in the cogeneration sector [9] - Postal Savings Bank intends to invest 10 billion CNY to establish a financial asset investment company, supporting technological innovation and private enterprises [10] - *ST Huawang plans to purchase 55.5% equity of Niwei Power for a total of approximately 6.01 billion CNY, focusing on the development of high-pressure fuel tank systems for hybrid vehicles [11] Group 4 - Tiande Yu expects a 50.89% increase in net profit to 152 million CNY in the first half of 2025, driven by growth in display driver chips [14] - Pinming Technology anticipates a net profit increase of 231.79% to 340 million CNY in the first half of 2025, attributed to growth in construction information software [15] - *ST Jinglun forecasts a loss of 19 to 22 million CNY in the first half of 2025, despite a 23.5% revenue increase [16] Group 5 - Jindi Co. signed an industrial project investment contract with the government for no less than 1.5 billion CNY to expand its market in Southwest China [17] - Baiyun Electric is expected to win a procurement project from the State Grid worth 164 million CNY [18] Group 6 - Fulei New Materials plans to reduce its stake by up to 1.33% through trading [19] - Yaxin Security's shareholders plan to collectively reduce their stake by up to 3% [20] - Zhongchong Co.'s controlling shareholder plans to reduce its stake by up to 1.5% [21] Group 7 - Huayuan Holdings intends to repurchase shares worth 20 to 40 million CNY for employee stock ownership plans [24] - Taiji Group plans to repurchase shares worth 80 to 120 million CNY, all for cancellation [25] Group 8 - Fengshen Co. plans to raise up to 1.1 billion CNY through a private placement for a tire expansion project [26] - Shangwei Co. plans to raise up to 1.144 billion CNY through a private placement to enhance its capabilities [27] - Shanggao Environmental plans to raise up to 718 million CNY through a private placement for working capital and debt repayment [28]

Company Focus - Postal Savings Bank plans to invest 10 billion yuan to establish China Post Financial Asset Investment Co., Ltd [2] - Anker Innovation is currently researching and evaluating equity financing in the Hong Kong capital market [2] - Hoshine Silicon Industry's controlling shareholder intends to transfer 5.08% of the company's shares to Xiao Xiukun for a total price of 2.634 billion yuan [2] - Shantui Co., Ltd. plans to issue H-shares and list on the Hong Kong Stock Exchange [2] Investment & Contracts - Jindi Co., Ltd. signed an industrial project investment contract with the Bishan District government for no less than 1.5 billion yuan [2] - Tuoxin Pharmaceutical intends to increase capital by 10 million yuan in Jingsan Biological, which has achieved the preparation of high-purity ergotamine [2] Equity Changes - Wuchan Huaneng plans to acquire 100% equity of Nantah Lake Technology for 1.457 billion yuan [3] - A shareholder of Aisecurity plans to reduce their holdings by no more than 3% of the company's shares [2] Performance & Earnings - Tiande Yu expects a net profit of 152 million yuan for the first half of the year, a year-on-year increase of 50.89% [4] - Pinming Technology anticipates a year-on-year net profit increase of 232%-303% for the first half of 2025 [4] Contracts & Project Wins - Pinggao Electric won a project from the State Grid with a total amount of approximately 1.45 billion yuan [4] Financing & Capital Increase - Shangwei Co., Ltd. plans to issue shares to its controlling shareholder Fuhua Chemical to raise no more than 1.144 billion yuan [2] Stock Price Movements - Zhongchen Technology's revenue from humanoid robot-related products accounts for no more than 1% of total revenue [2]

Core Points - The company held its first special meeting of the sixth board of independent directors on July 16, 2025, to discuss the issuance of shares to specific targets [1][2] - The independent directors unanimously approved the proposal for the company to issue shares to specific targets, confirming that the company meets all necessary qualifications and conditions [2][3] - The proposed issuance involves a maximum of 181,338,685 shares, which is not more than 30% of the company's total share capital after excluding treasury shares [4][5] Summary by Sections Issuance Proposal - The independent directors approved the proposal for the company to issue shares to specific targets, which will be submitted to the board's second meeting for further review [2][3] - The shares to be issued are domestic listed ordinary shares (A shares) with a par value of RMB 1.00 per share [2][3] - The issuance price is set at RMB 6.31 per share, which is not less than 80% of the average trading price over the previous 20 trading days [3][4] Subscription and Use of Proceeds - The controlling shareholder, Fuhua Chemical, will subscribe to all shares issued in cash [3][4] - The total amount raised from this issuance is expected to be no more than RMB 1,144.2471 million, which will be used for specified projects [5][6] Shareholder Return and Future Planning - The company has established a shareholder return plan for the next three years (2025-2027) to ensure a stable profit distribution policy [9][10] - The independent directors believe that the plan aligns with legal regulations and does not harm the interests of shareholders, especially minority shareholders [9][10] Related Transactions and Authorizations - The independent directors approved the signing of a conditional share subscription agreement with Fuhua Chemical, which constitutes a related party transaction [11][12] - The board will seek authorization from the shareholders' meeting to handle all matters related to the share issuance [12][13] - The independent directors also agreed to exempt Fuhua Chemical from making a mandatory tender offer due to the increase in shareholding post-issuance [14][15] Previous Fund Usage Report - The company prepared a special report on the usage of previously raised funds, which was verified by an accounting firm [16]

Core Viewpoint - The company has established a shareholder return plan for the next three years (2025-2027) to enhance its shareholder return mechanism and promote long-term and rational investment among investors [1][2]. Group 1: Factors Considered in the Plan - The plan considers the company's long-term sustainable development, operational performance, shareholder expectations, social capital costs, and external financing environment [1]. - It aims to create a stable and scientific return mechanism for investors while maintaining continuity in profit distribution policies [1]. Group 2: Principles of the Plan - The company will implement a continuous and stable profit distribution policy, focusing on reasonable returns for investors while ensuring sustainable development [2]. - Profit distribution will prioritize cash dividends when conditions allow, with the possibility of stock dividends or a combination of both [2]. Group 3: Conditions and Proportions for Profit Distribution - Cash dividends will be distributed if the company has positive distributable profits, receives an unqualified audit report, has sufficient cash flow, and does not have significant investment plans or cash expenditures [2]. - The company aims to distribute at least 10% of the distributable profits as cash dividends annually, subject to the approval of the annual general meeting [2]. Group 4: Disclosure Requirements for Low Dividend Distribution - If the total cash dividends distributed is less than 30% of the net profit attributable to shareholders, the company must disclose reasons, intended use of retained earnings, board meeting decisions, and independent directors' opinions [3][4]. Group 5: Distribution Plan Formulation and Execution - The profit distribution plan will be formulated considering the company's development stage, funding needs, and feedback from independent directors and public investors [4]. - The board's profit distribution proposal must be approved by the board and submitted to the shareholders' meeting for approval, with provisions for online voting to facilitate participation [4]. Group 6: Adjustments to the Profit Distribution Policy - The company may adjust its profit distribution policy in response to significant external events or changes in its operational situation, requiring a detailed written report and independent director review before submission to the shareholders' meeting [5].