上海市锦天城律师事务所 关于上纬新材料科技股份有限公司 2025 年第三次临时股东会的 法律意见书 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 关于上纬新材料科技股份有限公司 2025 年第三次临时股东会的 法律意见书 致：上纬新材料科技股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受上纬新材料科技股份有 限公司（以下简称"公司"）委托，就公司召开 2025 年第三次临时股东会（以下 简称"本次股东会"）的有关事宜，根据《中华人民共和国公司法》（以下简称"《公 司法》"）、《上市公司股东会规则》等法律、法规、规章和其他规范性文件以及《上 纬新材料科技股份有限公司章程》（以下简称"《公司章程》"）的有关规定，出具 本法律意见书。 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用原则，对本次股东会所涉及的相关事项 进行了必要的核查和验证，核查了本所认为出具该法律意见书所需的相关文件、 资料，并参加了公司本次股东会的全过程。本所保证本法律意见书所认定的事实 真实 ...

证券代码：688585 证券简称：上纬新材 公告编号：2025-105 上纬新材料科技股份有限公司 第四届董事会第一次会议决议公告 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。 一、会议召开情况 （一）审议通过《关于选举公司第四届董事会董事长的议案》 根据《公司法》《上海证券交易所科创板股票上市规则》（以下简称"《科创 板上市规则》"）、《上海证券交易所科创板上市公司自律监管指引第 1 号一规范运 作》（以下简称"《监管指引》"）等法律、法规、规范性文件以及《公司章程》等 相关规定，公司董事会选举彭志辉先生为第四届董事会董事长，任期自第四届董 事会第一次会议审议通过之日起至第四届董事会任期届满之日止。 表决情况：9 票同意，0 票反对，0 票弃权，0 票回避。该议案无需提交公 司股东会审议。 具体内容详见公司于同日在上海证券交易所网站(www.sse.com.cn)披露的 《关于完成董事会换届选举及聘任高级管理人员的公告》（公告编号：2025-103）。 （二）审议通过《关于选举第四届董事会各专门委员会委员及主任委员的 ...

上纬新材公告称，2025年7月9日至11月24日，公司股价累计上涨1373.78%，多次触及异常波动及严重 异常波动情形。近期开展的具身智能机器人业务处于产品开发阶段，未形成营收及利润，预计对2025年 业绩无正向影响。公司于11月25日完成董事会换届，新管理团队就位。收购方未来12个月无资产重组计 划，36个月内无借壳上市安排。目前公司基本面未变，但股价脱离基本面，外部流通盘小、市盈率高， 存在炒作和下跌风险，提醒投资者注意。 ...

Group 1 - The core point of the news is that Shangwei New Materials experienced a decline of 5.22% in stock price, reaching 107.16 yuan per share, with a total market capitalization of 43.224 billion yuan as of the report date [1] - Shangwei New Materials specializes in the research, production, and sales of environmentally friendly high-performance corrosion-resistant materials, materials for wind turbine blades, and new composite materials, with revenue contributions of 46.26%, 40.07%, 6.14%, 5.69%, and 1.84% respectively from these segments [1] Group 2 - According to data from the top ten holdings of funds, one fund under Jianxin Fund has a significant position in Shangwei New Materials, specifically the Jianxin SSE STAR Market Comprehensive ETF Linked A (023743), which held 568 shares, accounting for 0.02% of the fund's net value [2] - The Jianxin SSE STAR Market Comprehensive ETF Linked A (023743) has a total scale of 199 million yuan and has achieved a return of 24.74% since its inception [2] Group 3 - The fund manager of Jianxin SSE STAR Market Comprehensive ETF Linked A (023743) is Ge Luyu, who has been in the position for 2 years and 335 days, with the fund's total asset scale at 1.335 billion yuan [3] - During Ge Luyu's tenure, the best fund return was 31.14%, while the worst return was 19.78% [3]

Core Viewpoint - The article discusses the current state of the humanoid robot industry, highlighting the contrast between the struggling secondary market and the thriving primary market, with a focus on the commercialization efforts of leading companies like Ubtech, Zhiyuan Robotics, and Yushu Technology [2][3][10]. Market Sentiment - The secondary market for humanoid robots is experiencing a significant downturn, with market sentiment described as "frozen" due to the delay in the release of Tesla's Optimus Gen3 prototype [2]. - In contrast, the primary market remains vibrant, with significant capital inflow and new startups emerging with innovative technology stories [2]. Company Analysis Ubtech - Ubtech has established itself as a leader in commercialization, having secured over 800 million yuan in contracts for its Walker series humanoid robots, marking a significant step towards mass production [10][11]. - The company aims to ramp up production capacity to 5,000 units by 2026 and further to 10,000 units by 2027 [13]. - Despite its achievements, Ubtech's stock performance has been volatile, with a current market value of 47.63 billion HKD [18]. Zhiyuan Robotics - Zhiyuan Robotics is focusing on expanding its ecosystem and commercial applications, having announced multiple large orders but facing skepticism regarding actual delivery [5][17]. - The company has diversified its product lines across various sectors, including entertainment, industrial manufacturing, and logistics [17]. - Zhiyuan has also made strategic moves in the secondary market, acquiring a significant stake in a listed company to enhance its financing capabilities [19]. Yushu Technology - Yushu Technology has carved out a niche in the education and research markets, achieving annual revenue exceeding 1 billion yuan, with humanoid robots contributing significantly to this figure [15]. - The company is in the process of preparing for an IPO, which could position it as the first humanoid robot company listed on the A-share market [20]. Technological Landscape - The article notes that while many leading companies claim to have comprehensive self-developed technology, there is skepticism about the existence of a true competitive moat in the industry [9]. - The core technological challenges, particularly in developing the "brain" of humanoid robots, remain significant hurdles for all players [9]. Commercialization Challenges - The commercialization of humanoid robots is facing bottlenecks, with many companies struggling to transition from prototype to mass production and effective application in real-world scenarios [18]. - The article emphasizes that while securing large orders is common, the authenticity and feasibility of these orders are often questioned, particularly in light of the industry's funding and listing pressures [18][21].

Group 1 - The core viewpoint of the news is that Shangwei New Materials has experienced significant stock price fluctuations, with a year-to-date increase of 1582.75% and a recent decline of 5.02% over the last five trading days [1] - As of November 20, the stock price is reported at 111.60 CNY per share, with a market capitalization of 45.015 billion CNY [1] - The company has seen a net outflow of main funds amounting to 11.3693 million CNY, with large orders showing a buy-sell ratio of 28.85% to 36.94% [1] Group 2 - Shangwei New Materials, established on October 25, 2000, specializes in the research, production, and sales of environmentally friendly high-performance corrosion-resistant materials, materials for wind turbine blades, and new composite materials [2] - The revenue composition of the company includes 46.26% from environmentally friendly high-performance corrosion-resistant materials, 40.07% from wind turbine blade materials, and 5.69% from new composite materials [2] - As of September 30, the number of shareholders has increased by 238.94% to 19,700, while the average circulating shares per person have decreased by 70.50% [2] Group 3 - Since its A-share listing, Shangwei New Materials has distributed a total of 77.8304 million CNY in dividends, with 45.5744 million CNY distributed over the past three years [3]

Group 1 - Recent favorable policies for mergers and acquisitions (M&A) have emerged across various regions, highlighting significant initiatives such as Shenzhen's action plan to promote high-quality M&A development from 2025 to 2027, which emphasizes private equity funds' involvement in M&A through direct investments and other financial instruments [1] - Tianjin's measures support the establishment of M&A mother funds by government investment funds, aiming to accelerate the cultivation of M&A fund clusters and innovate financing tools for M&A [1] - Beijing's opinions on supporting M&A for listed companies indicate a recognition of "reverse mergers," allowing non-listed companies to acquire listed companies to enhance their market presence [2] Group 2 - The concept of "reverse mergers" has gained attention in the primary market, with companies like Weiye New Materials and Zhiyuan Robotics successfully executing such transactions, marking a new operational model for startups [3][4] - The recent surge in M&A activity is attributed to the release of the CSRC's new regulations on major asset restructuring, which encourages private equity funds to participate in M&A [6] - The new restructuring regulations introduce a "reverse linkage" mechanism for private equity funds, significantly shortening the lock-up periods for investments, which is expected to stimulate M&A activities [6] Group 3 - The investment logic for M&A funds is evolving, focusing on industry-level integration and operational efficiency rather than merely financial transactions [7] - Successful M&A strategies now require long-term thinking and addressing operational management post-acquisition, indicating a shift towards a more integrated approach in the capital market [7] - The future of China's capital market is anticipated to trend towards concentration, with fewer leading listed companies, creating ample opportunities for M&A [8]

Core Points - On November 18, the stock price of Shangwei New Materials fell by 5.11%, closing at 110.22 CNY per share, with a trading volume of 317 million CNY and a turnover rate of 0.69%, resulting in a total market capitalization of 44.459 billion CNY [1] - Shangwei New Materials Technology Co., Ltd. specializes in the research, production, and sales of environmentally friendly high-performance corrosion-resistant materials, materials for wind turbine blades, and new composite materials [1] Company Overview - Shangwei New Materials was established on October 25, 2000, and went public on September 28, 2020 [1] - The revenue composition of the company includes: 46.26% from environmentally friendly high-performance corrosion-resistant materials, 40.07% from materials for wind turbine blades, 6.14% from resale and others, 5.69% from new composite materials, and 1.84% from circular economy materials [1] Fund Holdings - According to data, the Tongtai Fund has a significant holding in Shangwei New Materials, with the Tongtai Competitive Advantage Mixed A Fund (008997) holding 78,100 shares, accounting for 9.16% of the fund's net value, making it the third-largest holding [2] - The Tongtai Competitive Advantage Mixed A Fund was established on April 27, 2020, with a latest scale of 18.4906 million CNY and has achieved a return of 46.86% year-to-date, ranking 1077 out of 8140 in its category [2] - The fund manager, Wang Xiu, has been in position for 1 year and 294 days, with a total asset scale of 748 million CNY, achieving the best fund return of 158.18% and the worst return of 34.51% during his tenure [2]

Core Viewpoint - The article discusses the recent trends in the A-share market, highlighting the performance of various sectors and stocks, particularly in the context of AI, hydrogen energy, and lithium battery industries. Group 1: Market Performance - On November 17, the three major indices all closed lower, with the Shanghai Composite Index down 0.46%, the Shenzhen Component down 0.11%, and the ChiNext down 0.20% [10] - The total trading volume across the market was 19,304.69 billion, a decrease of 500.72 billion from the previous day [10] - Over 2,500 stocks rose, with 100 stocks hitting the daily limit up [10] Group 2: Sector Highlights - The hydrogen energy sector saw significant activity, with a project announced by China Coal Asset Management Group to produce 500,000 tons of green ammonia annually [3] - The lithium battery sector remained active, with stocks like Fujian shares and others experiencing multiple limit-up days, driven by expectations of rising lithium carbonate prices [10] - The AI sector gained momentum due to news about Alibaba's "Qianwen" app and Huawei's upcoming AI technology release, leading to strong performances from stocks like Xuanyuan International [11] Group 3: Investment Insights - Morgan Stanley's report indicated that the Chinese stock market may enter a phase of consolidation in 2024, with target levels set for major indices [5] - The article notes that the AI application sector has been a significant driver of stock performance, with several stocks achieving substantial gains [4][11] - The article also highlights the potential for significant returns in the AI and hydrogen sectors, suggesting that investors could achieve substantial profits by aligning with leading stocks in these areas [3][4]

1 上纬新材料科技股份有限公司 2025 年第三次临时股东会会议资料 2025 年 11 月 | | | 证券代码：688585 证券简称：上纬新材 上纬新材料科技股份有限公司 2025 年第三次临时股东会会议须知 为了维护全体股东的合法权益，确保股东会会议秩序和议事效率，保证股东 会的顺利召开，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》"）《上市公司股东会规则》《上纬新材 料科技股份有限公司章程》（以下简称"《公司章程》"）及《上纬新材料科技股份 有限公司股东会议事规则》等相关规定，特制定上纬新材料科技股份有限公司（以 下简称"公司"）2025 年第三次临时股东会会议须知： 一、为保证本次会议的严肃性和正常秩序，切实维护与会股东及股东代理人 的合法权益，除出席会议的股东及股东代理人、公司董事、高管人员、见证律师 及董事会邀请的人员外，公司有权依法拒绝其他无关人员进入会场。 二、出席会议的股东及股东代理人须在会议召开前 30 分钟到会议现场办理 签到手续，并请按规定出示身份证明文件或营业执照复印件、授权委托书等，上 述登记材料均需提供复印件一份，个人 ...