证券代码：688585 证券简称：上纬新材 公告编号：2025-093 上纬新材料科技股份有限公司 关于全资子公司为全资子公司提供担保额度的公告 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、准确性和完整性依法承担法律责任。 重要内容提示： 被担保人名称：SWANCOR IND (M) SDN. BHD.（以下简称"上纬马来 西亚"），上述公司为上纬新材料科技股份有限公司（以下简称"公司"或"上纬 新材"）的全资子公司。 本次担保金额：上纬兴业股份有限公司（以下简称"上纬兴业"）拟为上 纬马来西亚提供总担保额度不超过美元200万元的背书保证。 考虑集团整体营运规划所需，上纬新材全资子公司上纬马来西亚拟向国泰世 华银行申请美金200万元授信额度，公司全资子公司上纬兴业拟为上纬马来西亚 提供不超过200万美元的背书保证，担保期限1年，并收取1%保证手续费，保证 手续费依据实际使用金额及期间计算。 上述担保额度不等于上纬兴业的实际担保金额，最终授信额度、担保额度、 期限等以上纬兴业、上纬马来西亚与金融机构签订的协议为准，具体融资金额将 视子公司运营资金的实际需 ...

Financial Performance - The company's operating revenue for the third quarter reached ¥495,621,353.36, an increase of 23.73% compared to the same period last year[4] - The total profit for the quarter was ¥37,973,899.24, reflecting a growth of 25.23% year-over-year[4] - Net profit attributable to shareholders was ¥30,647,258.20, marking a significant increase of 49.66% compared to the previous year[4] - The basic earnings per share for the quarter was ¥0.08, up by 60.00% year-over-year[6] - The company reported a net profit excluding non-recurring gains and losses of ¥28,599,040.66, which is a 55.83% increase year-over-year[4] - Net profit for the first three quarters of 2025 was ¥60,494,246.10, a decrease of 6.51% from ¥64,599,021.10 in 2024[22] - Earnings per share for the first three quarters of 2025 were ¥0.15, unchanged from the same period in 2024[23] Assets and Liabilities - Total assets at the end of the reporting period were ¥2,244,138,399.57, an increase of 14.50% from the end of the previous year[6] - Total assets as of September 30, 2025, reached CNY 2,244,138,399.57, an increase from CNY 1,959,999,596.95 as of December 31, 2024[17] - Current assets totaled CNY 1,611,316,013.03, up from CNY 1,241,527,220.15 in the previous year[17] - Total liabilities amounted to CNY 893,295,007.53, up from CNY 674,484,226.41, representing a growth of approximately 32.4%[18] - Total liabilities as of the end of the reporting period were ¥905,966,722.22, an increase from ¥689,533,743.06 in the previous year[21] - Total equity attributable to shareholders of the parent company was ¥1,333,877,892.37, up from ¥1,266,118,642.09 in 2024[21] Cash Flow - The net cash flow from operating activities for the year-to-date period was ¥110,775,379.31, attributed to increased collections[11] - Cash flow from operating activities for the first three quarters of 2025 was ¥910,546,911.29, an increase of 38.61% compared to ¥656,777,994.54 in 2024[26] - Operating cash inflow totaled $928.39 million, up from $674.05 million year-over-year[27] - Net cash flow from operating activities was $110.78 million, compared to a negative $38.39 million in the previous year[27] - The company reported a total cash outflow from operating activities of $817.62 million, compared to $712.43 million last year[27] Research and Development - Research and development expenses totaled ¥8,482,812.87, representing 1.71% decrease in proportion to operating revenue[6] - Research and development expenses for the first three quarters of 2025 amounted to ¥29,976,008.45, an increase of 31.47% from ¥22,804,321.01 in 2024[22] Shareholder Information - The number of shareholders holding more than 5% of shares includes SWANCOR IND. CO., LTD. with 38.43% and Shanghai Zhiyuan Hengyue Technology Partnership with 24.99%[14] - The company has not reported any changes in the participation of major shareholders in margin trading and securities lending[16] Other Financial Metrics - The weighted average return on equity increased by 2.33 percentage points to 0.67%[6] - Other comprehensive income after tax for the first three quarters of 2025 was ¥19,052,969.30, compared to a loss of ¥5,424,270.15 in 2024[23] - The company has not adopted new accounting standards for the current reporting period[30]

Core Viewpoint - The announcement from Shangwei New Materials (688585) confirms the completion of its tender offer, with the stock resuming trading on October 30. [1] Summary by Relevant Sections Tender Offer Results - The tender offer period ended on October 28, with a total of 22 shareholder accounts participating, resulting in approximately 136 million shares being tendered, which represents 33.6332% of the company's total shares. [1] Shareholding Post-Tender Offer - Following the completion of the tender offer, the acquirer Zhiyuan Hengyue and its concerted parties will hold approximately 257 million shares, accounting for 63.6232% of the total share capital of Shangwei New Materials. [1] Compliance with Listing Conditions - The shareholding distribution post-tender offer remains compliant with listing requirements, ensuring that the company's listing status is unaffected. [1]

Group 1: Regulatory Developments - The China Securities Regulatory Commission (CSRC) emphasizes the integration of artificial intelligence and capital markets to promote high-quality digital transformation during the 2025 Financial Street Forum [1] - The State Administration of Foreign Exchange announces measures to expand cross-border trade pilot regions, supporting compliant businesses in line with national strategic development [2] - The Ministry of Commerce and other departments release an action plan to enhance urban commercial quality, focusing on the development of pedestrian streets and business circles [2] Group 2: Market Mechanisms and Initiatives - The CSRC plans to improve the Beijing Stock Exchange's listing mechanism and optimize disclosure requirements for innovative companies [4] - Beijing issues guidelines to stimulate mergers and acquisitions, aiming to enhance the quality of listed companies and accelerate industrial integration [5] - China Securities Index Co., Ltd. will launch six new indices to provide a broader range of investment options for the market [6] Group 3: Economic Performance - From January to September 2023, state-owned enterprises reported total operating revenue of 6,132.91 billion yuan, a year-on-year increase of 0.9%, while total profits decreased by 1.6% to 316.70 billion yuan [8] Group 4: Technological Advancements - The Ministry of Transport announces an initiative to advance the application of artificial intelligence in the transportation sector, focusing on technology breakthroughs and enhancing digital capabilities [9] - Shanghai's communication management authorities launch a project to develop a millisecond-level computing resource network by 2027 [10] Group 5: Company Performance Highlights - Guizhou Moutai reports a third-quarter net profit of 19.22 billion yuan, a year-on-year increase of 0.48% [7] - Industrial Fulian's AI business drives a 62% year-on-year increase in third-quarter net profit [7] - China Petroleum & Chemical Corporation (Sinopec) sees a 32.2% year-on-year decline in net profit for the first three quarters, totaling 29.98 billion yuan [7]

Group 1: Economic Policies and Developments - The Chinese government is committed to deepening capital market reforms and expanding high-level financial openness to support modernization, welcoming foreign financial institutions and long-term capital investments [1] - The State Administration of Foreign Exchange announced nine policy measures to facilitate cross-border trade and support trade development [1] - The Central Enterprise Strategic Emerging Industry Development Fund has officially launched, raising 51 billion yuan in its first phase [1] Group 2: Corporate Earnings and Financial Performance - Guizhou Moutai reported Q3 revenue of 39.064 billion yuan, a year-on-year increase of 0.56%, and a net profit of 19.224 billion yuan, up 0.48% [4] - Industrial Fulian's net profit for the first three quarters reached 22.487 billion yuan, a year-on-year increase of 48.52% [4] - China Petroleum & Chemical Corporation (Sinopec) reported a net profit of 29.984 billion yuan for the first three quarters, a year-on-year decrease of 32.2% [4] Group 3: Employment and Labor Market - In the first three quarters, China added 10.57 million urban jobs, maintaining overall employment stability, with a September urban survey unemployment rate of 5.2%, down 0.1 percentage points from the previous month [1] Group 4: Market Performance - The Shanghai Composite Index rose by 0.7% to 4016.33, while the Shenzhen Component Index increased by 1.95% to 13691.38 [3] - The onshore RMB was quoted at 7.0993, down 3 points, and the offshore RMB at 7.0964, down 22 points [3]

Core Insights - Zhiyuan Robotics has successfully acquired a controlling stake in Shangwei New Materials, with the stock price increasing nearly 13 times since July [2] - The total number of shares accepted in the tender offer reached 136 million, representing 33.63% of the company's total shares [2][3] - Following the completion of the tender offer, Zhiyuan Hengyue will hold 58.6232% of the shares, while Zhiyuan Hengyue and its concerted parties will collectively own 63.6232% of the company [2] Summary by Sections - **Acquisition Details** - Zhiyuan Hengyue's tender offer for Shangwei New Materials shares was announced, with a target of acquiring 37% of the company at a price of 7.78 yuan per share, requiring a maximum total funding of 1.161 billion yuan [3] - The transfer of shares was completed on September 22, 2025, involving 121 million shares, which accounted for 29.99% of the total shares [2] - **Shareholder Structure** - After the tender offer, the total shares held by Zhiyuan Hengyue and its concerted parties will amount to 257 million, representing 63.62% of the total share capital [3] - The change in controlling shareholder to Zhiyuan Hengyue has resulted in Deng Taihua becoming the actual controller of the company [2]

Group 1 - The core viewpoint of the news is that Zhiyuan Robotics has successfully acquired a controlling stake in Shuangwei New Materials, with the stock price increasing nearly 13 times since July [1] - Shuangwei New Materials announced on October 29 that the total number of shares accepted for the tender offer was 136 million, accounting for 33.63% of the total shares [1] - After the completion of the tender offer, Zhiyuan Hengyue will hold 58.6232% of the company's shares, and together with its concerted actions, they will hold a total of 63.6232% [1] Group 2 - On September 24, Shuangwei New Materials disclosed that Zhiyuan Hengyue planned to acquire 37% of the company's shares at a price of 7.78 yuan per share, with a maximum funding requirement of 1.161 billion yuan [2] - The latest announcement indicated that during the tender offer period, a total of 22 shareholder accounts participated, with 136 million shares accepted, representing 33.6332% of the total shares [2] - Following the completion of the tender offer, the acquirer and its concerted actions will collectively hold 257 million shares, accounting for 63.62% of the total share capital [2]

Core Viewpoint - Zhiyuan Hengyue has acquired a controlling stake of 63.6232% in Shangwei New Materials through a combination of agreement transfer and tender offer, leading to a significant increase in its stock price since the announcement of the acquisition [1][4]. Group 1: Acquisition Details - On July 8, original shareholders of Shangwei New Materials signed a share transfer agreement with Zhiyuan Hengyue, acquiring 24.99% of shares at a price of 7.78 yuan per share [3]. - The transfer was completed on September 23, resulting in Zhiyuan Hengyue holding a total of 29.99% of shares, with the controlling shareholder officially changing to Zhiyuan Hengyue [4]. - Following this, on September 24, Zhiyuan Hengyue announced a tender offer to acquire an additional 37% of shares at the same price, with a maximum expected expenditure of 1.161 billion yuan [5]. Group 2: Tender Offer Results - By the end of the tender offer period on October 28, a total of 22 shareholders accepted the offer, resulting in 136 million shares being tendered, which accounted for 33.6332% of the total shares [6]. - Despite not reaching the targeted 37%, Zhiyuan Hengyue ended up with approximately 257 million shares, representing over 63.62% of Shangwei New Materials [6]. Group 3: Company Performance - Shangwei New Materials, established in 2000, specializes in the research, production, and sales of environmentally friendly high-performance corrosion-resistant materials and composite materials [7]. - For the first half of 2025, the company reported a revenue of 784 million yuan, a year-on-year increase of 12.50%, while the net profit attributable to shareholders decreased by 32.91% to 29.90 million yuan [7]. Group 4: Market Speculation - There were rumors in the market regarding Zhiyuan Robotics potentially using this acquisition as a backdoor listing opportunity; however, Shangwei New Materials clarified that there are no plans for asset restructuring in the next twelve months [8].

Group 1: Company Performance Highlights - Rongsheng Petrochemical reported a revenue of 227.81 billion yuan for the first three quarters of 2025, a decrease of 7.09% year-on-year, with a net profit of 0.89 billion yuan, an increase of 1.34% year-on-year. In Q3, the net profit surged to 0.286 billion yuan, up 1427.94% year-on-year [1] - Ningshui Group achieved a revenue of approximately 1.20 billion yuan for the first three quarters of 2025, an increase of 18.62% year-on-year, with a net profit of approximately 0.075 billion yuan, up 114.20% year-on-year. In Q3, the net profit reached approximately 0.217 billion yuan, a growth of 347.57% year-on-year [1] - Xiangcai Co. reported a revenue of approximately 0.234 billion yuan for the first three quarters of 2025, with a net profit of approximately 0.442 billion yuan, a year-on-year increase of 203.39%. In Q3, the net profit was approximately 0.300 billion yuan, up 315.25% year-on-year [2] - Yahua Group recorded a revenue of 6.05 billion yuan for the first three quarters of 2025, a growth of 2.07% year-on-year, with a net profit of approximately 0.334 billion yuan, up 116.02% year-on-year. In Q3, the net profit was approximately 0.198 billion yuan, an increase of 278.06% year-on-year [2] - Huahong Technology reported a revenue of 5.46 billion yuan for the first three quarters of 2025, a growth of 34.94%, with a net profit of approximately 0.197 billion yuan, up 7110.7% year-on-year [8] Group 2: Corporate Actions and Developments - Shanghai Zhiyuan Hengyue completed its acquisition of shares in Shangwei New Materials, with 33.63% of shares tendered during the offer period. Post-acquisition, Zhiyuan Hengyue holds 63.62% of the total shares [6] - Hangyang Co. received a stake increase from CITIC Financial Asset Management, raising its holding to 5% of the total shares, reflecting confidence in the company's future prospects [7] - Longyuan Power announced a plan to raise up to 5 billion yuan through a private placement to fund offshore wind power projects [13] - Bichang Pharmaceutical is collaborating with Helios Pharmaceutical Company to market its products in Vietnam, aiming to enhance its international presence [14]

Group 1: Regulatory Developments - The China Securities Regulatory Commission (CSRC) emphasizes the integration of AI and new information technologies into capital markets to promote high-quality digital transformation during the 2025 Financial Street Forum [2] - The State Administration of Foreign Exchange (SAFE) announces measures to facilitate foreign exchange fund settlement to support stable foreign trade, expanding the scope of cross-border trade pilot areas [2] - The Ministry of Commerce and other departments release an action plan to enhance urban commercial quality, focusing on the development of pedestrian streets and business circles [2] Group 2: Market Mechanisms and Initiatives - The CSRC plans to improve the listing mechanism for the Beijing Stock Exchange, utilizing the fourth set of listing standards for unprofitable companies and enhancing the disclosure requirements for innovation attributes [3] - Beijing issues guidelines to stimulate mergers and acquisitions to enhance the quality of listed companies and accelerate industrial integration [3] - China Securities Index Co., Ltd. will launch six new indices, including the CSI A500 Equal Weight Index, to provide more investment options for the market [4] Group 3: Investment and Economic Performance - A strategic emerging industry development fund initiated by the State-owned Assets Supervision and Administration Commission (SASAC) is launched with an initial scale of 51 billion yuan, aimed at accelerating the development of strategic emerging industries [4] - From January to September 2025, state-owned enterprises reported total operating revenue of 6,132.905 billion yuan, a year-on-year increase of 0.9%, while total profits decreased by 1.6% to 316.703 billion yuan [4] Group 4: Company Performance Highlights - Guizhou Moutai reports a third-quarter net profit of 19.224 billion yuan, a year-on-year increase of 0.48% [7] - Industrial Fulian's AI business drives a record high in performance, with a third-quarter net profit increase of 62% [7] - China Petroleum & Chemical Corporation (Sinopec) reports a third-quarter net profit of 29.984 billion yuan, a year-on-year decrease of 32.2% [7]