股票代码：603650 股票简称：彤程新材 编号：2026-013 彤程新材料集团股份有限公司 2023 年限制性股票激励计划部分限制性股票回购注销 实施公告 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： 回购注销原因：彤程新材料集团股份有限公司（以下简称"公司"）于 2025 年 12 月 15 日召开第四届董事会第五次会议，会议审议通过了《关于回购注 销 2023 年限制性股票激励计划部分限制性股票及调整回购价格的议案》， 鉴于《公司 2023 年限制性股票激励计划》（以下简称"《限制性股票激励 计划》"或"本次激励计划"）首次授予部分 2 名激励对象因个人原因离职 不再符合激励对象资格，根据本次激励计划的相关规定及公司 2023 年第二 次临时股东大会的授权，公司对前述激励对象已获授但尚未解除限售的限制 性股票共 25,002 股进行回购注销。 本次注销股份的有关情况 | 回购股份数量 | 注销股份数量 | | | 注销日期 | | | | --- | --- | --- | --- | --- | - ...

上海市锦天城律师事务所 关于彤程新材料集团股份有限公司 2023年限制性股票激励计划部分限制性股票回购注销 实施的 法律意见书 锦 天 域 律师事务 所 ALLBRIGHT LAW OFFICES 地址：上海市浦东新区银城中路501号上海中心大厦11/12层 邮编: 200120 电话: 021-20511000 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于彤程新材料集团股份有限公司 2023年限制性股票激励计划部分限制性股票回购 致:彤程新材料集团股份有限公司 根据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和 国证券法》(以下简称"《证券法》")、中国证券监督管理委员会(以下简称"中国 证监会")发布的《上市公司股权激励管理办法》(以下简称"《管理办法》")等法 律、法规和规范性文件和《彤程新材料集团股份有限公司章程》 (以下简称"《公司 章程》")、公司《彤程新材料集团股份有限公司2023年限制性股票激励计划(草 案)》(以下简称"《激励计划》")等有关规定,上海市锦天城律师事务所(以下 简称"本所"）接受彤程新材料集团股份有限公司(以下简称"公司"或"彤程新材" ...

证券代码：603650 证券简称：彤程新材 公告编号：2026-012 彤程新材料集团股份有限公司 关于年度预计融资担保进展的公告 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 | 本次担保金额 | 实际为其提供的 | | 是否在前期预计 | 本次担保是 | | --- | --- | --- | --- | --- | --- | | | | 担保余额 | | 额度内 | 否有反担保 | | 彤程化学（中 | 2,000 万元 | 49,887 | 万元 | 是 | 否 | | 国）有限公司 | | | | | | 一、担保情况概述 （一）担保的基本情况 为满足子公司日常经营及业务发展需要，2026 年 2 月 3 日，彤程新材料集 团股份有限公司（以下简称"公司"）与上海浦东发展银行股份有限公司空港支 行签订了《保证合同》，为彤程化学（中国）有限公司（以下简称"彤程化学"） 与债权人上海浦东发展银行股份有限公司空港支行签订的《流动资金贷款合同》 提供连带责任保证担保， ...

Group 1 - The domestic substitution of photoresists has become a key focus in the market, with China having a low domestic production rate and high-end technology being monopolized by Japan and the US [1] - In China's photoresist production, PCB photoresists account for 94%, panel photoresists for 3%, and semiconductor photoresists for only 2% [1] - Tongcheng New Materials has recently applied for a listing on the Hong Kong Stock Exchange, with its stock price at 58.91 yuan per share and a market capitalization of 36.29 billion yuan as of February 13, 2026 [3] Group 2 - Tongcheng New Materials was founded in August 1999 and has evolved from international trade in tire chemical materials to producing electronic chemicals and biodegradable materials [8] - The company has three main business segments: electronic materials, tire rubber additives, and fully biodegradable materials [10][12] - The revenue from the tire rubber additives segment has shown signs of stagnation, while the electronic materials segment is becoming the core growth driver due to increasing demand for semiconductor and display panel photoresists [13][17] Group 3 - The company's revenue for 2023, 2024, and the first nine months of 2025 was 2.937 billion yuan, 3.263 billion yuan, and 2.518 billion yuan, respectively, with net profits of 404 million yuan, 534 million yuan, and 522 million yuan [14] - The electronic materials segment's revenue share increased from 19.1% in 2023 to 27.8% in the first nine months of 2025 [17] - The company faces pressure from accounts receivable, with trade receivables and notes amounting to approximately 1.134 billion yuan as of September 2025 [19] Group 4 - The semiconductor photoresist market in China is projected to grow significantly, with a market size of approximately 1.3 trillion yuan in 2024 [23] - Tongcheng New Materials ranked seventh in semiconductor photoresist sales in China, with a sales amount of 290 million yuan in the first nine months of 2025 [26] - The company is the largest producer of phenolic resin rubber additives globally, with a market share in the tire rubber additives segment [32] Group 5 - The traditional tire rubber additives business is heavily reliant on the automotive industry's growth, which is showing signs of fatigue, while the company aims to leverage the growth in electronic materials for future expansion [34]

Group 1 - Beijing Kehua Microelectronics Materials Co., Ltd. and Shanghai Tongcheng Electronic Materials Co., Ltd. have obtained a patent titled "A Photoresist and Its Application," with authorization announcement number CN115793391B, applied for on November 2022 [1] - Beijing Kehua Microelectronics Materials Co., Ltd. was established in 2004, located in Beijing, primarily engaged in the manufacturing of chemical raw materials and chemical products, with a registered capital of 48.61419143 million RMB [1] - Shanghai Tongcheng Electronic Materials Co., Ltd. was established in 2020, located in Shanghai, primarily engaged in the manufacturing of computers, communications, and other electronic devices, with a registered capital of 100 million RMB [1] Group 2 - Tongcheng New Materials Group Co., Ltd. was established in 2008, located in Shanghai, primarily engaged in the manufacturing of chemical raw materials and chemical products, with a registered capital of 599.55455 million RMB [2] - Tongcheng New Materials Group Co., Ltd. has invested in 26 companies and participated in 2 bidding projects, holding 49 trademark records and 302 patent records, along with 13 administrative licenses [2]

Investment Rating - The report does not explicitly provide an investment rating for the semiconductor materials industry Core Insights - The global semiconductor materials market is characterized by "long-term growth and cyclical fluctuations," with the market size expected to grow from $27.5 billion in 2000 to $67.47 billion by 2024, driven by the demand for advanced semiconductor materials in various high-tech applications [3][5] - China's semiconductor materials industry has made significant progress in mid-to-low-end products but still relies heavily on imports for high-end materials, indicating a substantial opportunity for domestic production and technological breakthroughs [1][10] - The report emphasizes the need for a dual approach of technological breakthroughs and ecosystem building to drive the development of the semiconductor materials industry, supported by government policies and strategic collaborations [1][23] Industry Overview - Semiconductor materials are critical strategic materials for the semiconductor industry, with the market experiencing long-term growth and cyclical fluctuations due to factors such as industry cycles and end-user demand [2][3] - The market structure is shifting as the industry chain relocates and domestic production increases, with China rapidly expanding its market share driven by local demand and government policies [5][10] - The report highlights the significant market concentration in the semiconductor materials sector, with a few leading companies dominating the market [10] Industry Bottlenecks - Despite achieving local supply capabilities in mid-to-low-end products, China still faces challenges in high-end semiconductor materials, which remain heavily reliant on imports [10][13] - Key areas such as silicon wafers, electronic specialty gases, and photoresists are identified as critical segments where domestic production is lagging behind, with high-end products still largely imported [13][18][21] - The report notes that the domestic supply of electronic specialty gases is weak, with an overall localization rate of about 15% expected in 2024, indicating a significant gap in high-end product capabilities [16] Path to Breakthrough - The semiconductor materials industry must focus on technological advancements and ecosystem development, emphasizing collaboration between academia, research institutions, and leading enterprises to address core technological challenges [23][24] - Establishing a robust and efficient results transformation chain is crucial, with a focus on concept validation, pilot testing, and mass production to enhance the commercialization of technological innovations [24][25] - The report advocates for a self-sufficient and sustainable industry ecosystem, extending upstream to secure high-purity raw materials and key equipment while deepening collaboration with downstream chip design and manufacturing companies [25] Policy Empowerment - National policies are increasingly directing the industry towards key areas, with a focus on advanced semiconductor materials as a strategic priority [26][27] - The establishment of pilot platforms for new materials is highlighted as a key initiative to support the industry's development, with plans to create approximately 300 local pilot platforms by 2027 [28] - Financial policies are also being implemented to support innovation and market transformation in the new materials sector, including insurance compensation for high-risk areas [29] Future Outlook - The semiconductor materials industry is expected to evolve towards a high-quality development phase, balancing quality and safety while fostering collaboration between domestic and international players [34] - The focus will shift from isolated breakthroughs to collaborative ecosystems, with an emphasis on meeting the increasing demands for material purity, performance, and stability from downstream applications [34]

Core Viewpoint - Tongcheng New Materials, a leading domestic photoresist and tire rubber additive company, has submitted its prospectus to the Hong Kong Stock Exchange, aiming for a dual listing in A+H shares, amidst concerns over its traditional business growth and shareholder cash-out operations [2][8]. Group 1: Company Overview - Founded in 1999, Tongcheng New Materials started in tire chemical materials international trade and has evolved into a platform enterprise integrating R&D, manufacturing, and sales [3]. - The company successfully listed on the Shanghai Stock Exchange in 2018 and has made strategic acquisitions in the electronic materials sector, including leading suppliers of display panel photoresists and semiconductor photoresists [3]. - Tongcheng New Materials holds a dominant position in both the semiconductor photoresist market and the global tire phenolic resin rubber additive market, ranking first in sales [3]. Group 2: Financial Performance - The traditional tire rubber additive business remains a significant revenue contributor, but its share is declining: revenue contributions from 2023 to the first three quarters of 2025 were 77.5%, 74.7%, and 69.7% respectively [4]. - The electronic materials segment is growing rapidly, with its revenue share increasing from 19.1% to 27.8% during the same period, becoming the core growth engine for the company [4]. - Overall revenue growth has slowed, with figures of approximately CNY 2.937 billion, CNY 3.263 billion, and CNY 2.517 billion from 2023 to the first three quarters of 2025, showing a decline in growth rate from 17% to 4% [5]. Group 3: Challenges and Risks - The traditional business is facing a price war, leading to a revenue decline in tire rubber additives and other chemical products, with a reported decrease of 4.7% in revenue for the first three quarters of 2025 [7]. - The biodegradable materials segment has been a financial burden, with cumulative losses of CNY 109 million over three years, and asset impairment provisions of CNY 94.8 million [7]. - Despite the challenges, the company's gross profit and gross margin have remained relatively stable, with gross profits of approximately CNY 685 million, CNY 796 million, and CNY 634 million from 2023 to the first three quarters of 2025 [7]. Group 4: Shareholder Actions - The company has faced scrutiny over high dividend payouts amidst cash flow constraints, with cumulative cash dividends of approximately CNY 1.49 billion since its A-share listing [8]. - The major shareholder, Zhang Ning, has been a significant beneficiary of these dividends, raising concerns about the allocation of funds during a critical period for business transformation [8]. - Frequent share reductions by a key shareholder, Yutong Investment, have raised market concerns, with a total reduction of 5.2% in shareholding since 2021, indicating a potential exit strategy [9].

Group 1 - The company Tongcheng New Materials (603650) plans to list on the Hong Kong Stock Exchange to achieve a dual listing (A+H), aiming to expand financing channels and international presence [1] - The company's electronic materials business is accelerating growth, with semiconductor photoresists becoming a core growth driver, and the CMP polishing pad project has entered the commercialization stage [1] Group 2 - In the first three quarters of 2025, the company reported revenue of 2.523 billion yuan, a year-on-year increase of 4.06%, and a net profit attributable to shareholders of 494 million yuan, up 12.65%, although the net profit growth rate has slowed compared to 2024 [3] - The gross profit margin has steadily increased to 25.2%, but trade receivables have risen to 730 million yuan, with turnover days extending to 75 days, indicating a need to monitor collection risks [3] Group 3 - The company has consistently issued large dividends in recent years, with dividends of 48 million yuan, 352 million yuan, and 298 million yuan for the years 2023 to the first three quarters of 2025, respectively [4] - During the same period, financial costs accounted for approximately 3% of total revenue, primarily from interest-bearing borrowings, which may erode profits [4] Group 4 - Shareholder Yutong Investment plans to reduce holdings, cashing out approximately 659 million yuan by 2025, reducing its shareholding ratio to 1.91% [2] - As of February 2, 2026, the financing balance reached 793 million yuan, reflecting a high level of capital activity [2]

Core Viewpoint - Tongcheng New Materials Group Co., Ltd. (hereinafter referred to as "Tongcheng New Materials") has submitted an application for a dual listing on the Hong Kong Stock Exchange, aiming for an A+H listing, with joint sponsors being Guotai Junan and Haitong International [2]. Company Overview - Established in 1999, Tongcheng New Materials is a comprehensive new materials service provider focused on advanced chemical products. The company operates in three main segments: electronic materials, rubber additives for tires and other chemical products, and fully biodegradable materials [2]. - In the electronic materials sector, Tongcheng ranked first among Chinese suppliers in sales of semiconductor photoresists and TFT array photoresists for the first nine months of 2025 [2]. - In the rubber additives and other chemical products segment, the company also ranked first in both the global and Chinese markets for phenolic resin rubber additives during the same period [2]. Financial Performance - For the fiscal years 2023 and 2024, Tongcheng reported revenues of RMB 2.937 billion and RMB 3.263 billion, respectively, with annual profits of RMB 404 million and RMB 534 million. The gross profit margins were 23.3% and 24.4% [2]. - In the first nine months of 2025, the company achieved revenues of RMB 2.517 billion, a year-on-year increase of 4.04%, and profits of RMB 522 million, reflecting an 11.61% growth. The gross profit margin was 25.2%, slightly down from 25.4% in the previous year [3][4]. Shareholding Structure - Prior to the IPO, the major shareholders of Tongcheng New Materials included Tongcheng Investment (Hong Kong) holding 47.81%, Virgin Holdings (Hong Kong) with 13.01%, and Zhang Ning with 0.14%. Tongcheng Investment is wholly owned by Zhang Ning, while Virgin Holdings is owned 99.9% by Zhang Ning and 0.1% by Tongcheng Investment [4]. Management Team - The board of directors consists of nine members, including five executive directors, one non-executive director, and three independent non-executive directors. Zhang Ning serves as the executive director and chairman, while Ding Lin is the executive director, vice chairman, and president [6][8]. - Zhang Ning, the founder of Tongcheng New Materials, has over 26 years of experience in chemical materials manufacturing and has held various leadership roles since the company's inception [7]. - Ding Lin has extensive management experience in chemical materials and has been with the company since November 2021 [8].

智通财经APP讯，彤程新材(603650.SH)发布公告，公司已于2026年2月6日向香港联交所递交了发行境 外股份(H股)并在香港联交所主板挂牌上市的申请，并于2026年2月8日在香港联交所网站刊登了本次发 行并上市的申请资料。该申请资料为公司按照香港证监会及香港联交所的要求编制和刊发，为草拟版 本，其所载内容可能会适时作出更新和变动。 ...