华泰联合证券有限责任公司 关于 上纬新材料科技股份有限公司 详式权益变动报告书 之 财务顾问核查意见 二〇二五年七月 声 明 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司收购 管理办法》《公开发行证券公司信息披露内容与格式准则第 15 号——权益变动 报告书》《公开发行证券公司信息披露内容与格式准则第 16 号——上市公司收 购报告书》等相关法律、法规的规定，华泰联合证券有限责任公司（简称"本财 务顾问"）按照行业公认的业务标准、道德规范，本着诚实信用、勤勉尽责的精 神，对本次权益变动的相关情况和资料进行了核查，对《上纬新材料科技股份有 限公司详式权益变动报告书》所披露的内容出具核查意见。 本财务顾问特作出如下声明： 一、本财务顾问依据的有关资料由信息披露义务人提供。信息披露义务人已 作出声明，保证其所提供的资料均为真实、准确、完整的原始书面资料或副本资 料，副本资料或复印件与其原始资料或原件一致，所有文件的签名、印章均是真 实的；所有文件和材料不存在虚假记载、误导性陈述或重大遗漏，并对所提供信 息的真实性、准确性和完整性承担个别和连带的法律责任。 二、本财务顾问已按照规定履行尽职调查义务， ...

Core Viewpoint - The acquisition of a controlling stake in Shangwei New Materials by Zhiyuan Robotics marks a significant event in the robotics industry, potentially leading to effective business synergies between new materials and robotics sectors, and it is seen as a landmark case for intelligent enterprises in the A-share market [4][9][6]. Group 1: Acquisition Details - Zhiyuan Robotics announced the acquisition of at least 63.62% of Shangwei New Materials, changing the controlling shareholder to Zhiyuan Robotics and its management team, with Deng Taihua becoming the actual controller [4][6]. - The transaction involves Zhiyuan Hengyue acquiring 24.99% of the shares and further plans to increase its stake to 37% through a partial tender offer, resulting in a total ownership of 29.99% of the voting rights [4][6]. - The acquisition is positioned as a move to gain control rather than a reverse merger, as clarified by Zhiyuan Robotics [6]. Group 2: Market Context - The stock of Shangwei New Materials will resume trading on July 9, 2025, with a previous closing price of 7.78 yuan per share, giving it a market capitalization of 3.138 billion yuan [5]. - The robotics industry is experiencing a surge in financing and IPO activities, with several companies planning to go public, indicating a robust growth trajectory in the sector [12][13]. Group 3: Future Prospects - If the acquisition is successful, it could become a notable case of new productivity enterprises in the A-share market since the implementation of national policies promoting mergers and acquisitions [9]. - Zhiyuan Robotics has a diverse product line across various commercial applications, with expectations of thousands of units being shipped by 2025 [7]. - The Chinese robotics market is projected to grow significantly, with a compound annual growth rate of 23%, potentially reaching a market size of 108 billion USD by 2028 [13].

Core Viewpoint - The acquisition of control over Shanghai ZhiYuan New Creation Technology Co., Ltd. (ZhiYuan Robot) by Shangwei New Materials (688585.SH) marks a significant milestone in the embodied intelligence sector, potentially becoming a landmark case for new productivity enterprises in the A-share market and the first acquisition case for embodied intelligence companies on the Sci-Tech Innovation Board [1][9]. Company Summary - Shangwei New Materials announced on July 8 that ZhiYuan Robot and related parties will acquire at least 63.62% of its shares in a two-step process, changing the controlling shareholder to ZhiYuan Robot and its management team, with Deng Taihua as the actual controller [1][3]. - The first step involves ZhiYuan Robot acquiring 29.99% of Shangwei New Materials' shares, with the major shareholders SWANCOR IND.CO.,LTD., Strategic Capital Holding Limited, and Jinfeng Investment Holding Co., Ltd. signing share transfer agreements [3][4]. - Following the share transfer, the combined shareholding of SWANCOR, STRATEGIC, and Jinfeng will decrease from 84.61% to 54.62%, while ZhiYuan and its partners will hold 29.99% [4][6]. Industry Summary - The embodied intelligence sector is experiencing significant investment activity, with 114 investment events recorded in the first five months of 2025, surpassing the total of 77 events in the previous year, and total financing exceeding 230 billion yuan [12][13]. - ZhiYuan Robot, established in February 2023, is recognized as a leading company in the embodied intelligence field, developing a full-stack technology for robots and aiming for substantial production volumes by 2025 [8][12]. - The acquisition has generated considerable market interest, particularly regarding the potential for ZhiYuan Robot to become the first publicly listed company in the embodied intelligence sector [9][11].

本次收购如果成功完成，将成为国九条和并购六条实施以来，具身智能企业在科创板的首单收购案例。 机器人的资本市场终于等到了一个大动作。 7月8日晚间，根据《上纬新材料科技股份有限公司要约收购报告书摘要》，智元机器人拟通过公司及核心团队共同出 资设立的持股平台，以协议转让和要约收购的方式取得公司控制权。根据摘要，若本次交易完成之后，智元方通过股 份转让和要约收购的方式至少持有上市公司上纬新材（688585.SH）63.62%的股份，最高可合计持有66.99%股份。 今日早盘机器人概念开盘集体大涨，上纬新材(688585)开盘20%涨停，换手率0.22%，市值37亿元。 本次收购如果成功完成，将成为国九条和并购六条实施以来，具身智能企业在科创板的首单收购案例。一位基金产业 人士对第一财经记者表示，现在很多独角兽公司手握大把现金，未来不排除类似的资本操作会越来越多。 21亿元收购控制权 公告显示，本次交易分为几个步骤。其中，智元恒岳以协议转让的方式，受让上纬新材控股股东SWANCOR IND.CO.，LTD.（Samoa）（简称"SWANCOR萨摩亚"）所持有的1.01亿股无限售条件流通股份，占上市公司股份总数 的24 ...

Core Viewpoint - The acquisition of Shangwei New Materials by Zhiyuan Robotics marks a significant move in the robotics sector, potentially positioning Zhiyuan as a leader in humanoid robotics and creating a ripple effect in the market [1][2]. Group 1: Transaction Overview - Zhiyuan Robotics, established in February 2023, is acquiring approximately 63% of Shangwei New Materials for around 2 billion RMB, with Zhiyuan contributing 46% of the funding [4][5]. - Shangwei New Materials, founded in 1992 and listed on the Sci-Tech Innovation Board in 2020, reported revenues of 1.5 billion RMB and a profit of 88 million RMB in 2024, with a market valuation of around 3 billion RMB prior to the acquisition [3][4]. Group 2: Market Implications - The acquisition is seen as a strategic move to cultivate a robotics business within an existing public company, avoiding the lengthy regulatory process associated with traditional reverse mergers [6][10]. - The transaction aligns with recent regulatory changes that encourage mergers and acquisitions among listed companies, simplifying the approval process and potentially allowing for quicker capital access [10]. Group 3: Industry Trends - There is a growing interest in similar companies that are financially stable but not market leaders, indicating a trend where smaller firms may seek acquisition by more innovative entities [8]. - The current market environment suggests that companies with stable profits but outdated business models are positioning themselves for acquisition, hoping to leverage the appeal of new technologies [8]. Group 4: Investor Sentiment - The market reaction to the acquisition has been positive, with Shangwei New Materials experiencing a 20% increase in stock price immediately following the announcement, reflecting investor optimism [1]. - The acquisition is viewed as beneficial for both primary and secondary markets, potentially paving the way for other companies to pursue similar strategies [14].

Core Viewpoint - Zhiyuan Robotics denies that its acquisition of 63.62% stake in Shuangwei New Materials is a backdoor listing, stating that the action is solely for acquiring controlling interest and does not constitute a major asset restructuring as defined by regulations [1] Group 1 - Shuangwei New Materials announced that Zhiyuan Robotics plans to acquire at least 63.62% of its shares, which has attracted significant market attention [1] - Zhiyuan Robotics clarified that the acquisition is not intended as a backdoor listing, emphasizing that it is focused on gaining control rather than restructuring [1] - The two companies are exploring potential business synergies between their respective fields of new materials and robotics, with specific collaboration plans to be disclosed after a period of integration [1]

Core Viewpoint - The acquisition of a controlling stake in A-share listed company Shuangwei New Materials (688585.SH) by Zhiyuan Robot is set to establish it as the "first humanoid robot stock" in the A-share market, with a total transaction value of approximately 2.1 billion RMB based on a share price of 7.78 RMB per share [2][1]. Transaction Details - Zhiyuan Hengyue, established on June 25, 2023, will acquire a total of 63.62% of Shuangwei New Materials through a combination of agreement transfers and tender offers [1][4]. - The agreement includes the acquisition of 24.99% of shares from SWANCOR Samoa and an additional 5% from Zhiyuan New Venture Partnership, totaling 29.99% [1][4]. - Zhiyuan Hengyue plans to further increase its stake by acquiring 37% of shares through a partial tender offer, with SWANCOR Samoa committing to accept the offer for its 33.63% stake [1][4][7]. Shareholding Changes - Post-acquisition, SWANCOR Samoa's shareholding will decrease from 38.43% to 4.81%, while Zhiyuan Hengyue's stake will increase from 24.99% to 61.99% [8]. - The voting rights associated with the shares held by SWANCOR Samoa and its affiliates will be irrevocably waived, ensuring Zhiyuan Hengyue's control over the company [6][8]. Financial Commitment - The total amount required for the tender offer is approximately 1.16 billion RMB, with Zhiyuan Hengyue having already deposited 232.22 million RMB as a performance guarantee [7][8]. Company Background - Zhiyuan Robot, founded in February 2023, focuses on developing advanced general-purpose humanoid robots and has established a comprehensive ecosystem from components to application scenarios [12][19]. - The company has completed nine rounds of financing, achieving a valuation of 15 billion RMB, with notable investors including Tencent, JD.com, and BYD [16][19]. Industry Context - Shuangwei New Materials specializes in the research, production, and sales of new materials, particularly in environmentally friendly and corrosion-resistant materials, and has become a leading supplier in the global market [19]. - The company reported a revenue of 1.494 billion RMB in 2024, reflecting a year-on-year growth of 6.73% [19].

Core Viewpoint - The Shanghai Composite Index has returned to the 3500-point level, driven by strong performances in the financial sector, particularly banks and securities, along with contributions from sectors like liquor, innovative pharmaceuticals, and military industry [1][2]. Financial Sector - Major banks, including Industrial and Commercial Bank of China (ICBC), saw significant stock price increases, with ICBC rising 1.8% to reach a historical high, bringing its market capitalization to 2.82 trillion yuan, the largest in A-shares [1][5]. - A dividend distribution period for A-share listed banks has commenced, with ICBC announcing a cash dividend of approximately 586.64 billion yuan to be distributed on July 14, 2024. Other banks, such as China Merchants Bank, are also set to distribute dividends exceeding 500 billion yuan [8]. - Over 10 listed banks have announced dividend distributions for the 2024 fiscal year, with total dividends expected to reach 632 billion yuan, marking a record high. The six major state-owned banks are projected to distribute over 215.8 billion yuan in dividends [8]. Media Sector - The media sector, particularly film and television, has shown active performance, with companies like Huanrui Century and Baiana Qicheng seeing stock increases of over 8% [10]. - The summer film season has begun strongly, with total box office revenue exceeding 2.5 billion yuan as of July 6, 2025, and a 22.91% year-on-year increase in box office revenue for the first half of 2025 [14]. - The film industry is expected to benefit from a diverse supply of films and supportive government policies, leading to a positive outlook for leading cinema chains and production companies [14]. Robotics Sector - The humanoid robotics sector has experienced strong performance, with companies like Hengong Precision and Haosen Intelligent seeing significant stock price increases [16]. - Recent developments include a new round of financing for Hangzhou Yunshe Technology, focusing on expanding quadruped robot production and humanoid robot technology [19]. - Investment in the humanoid robotics field is recommended to focus on technological breakthroughs, practical applications, and global expansion strategies [19][20].

Core Viewpoint - The acquisition of shares in the company by Zhiyuan Hengyue and Zhiyuan Innovation marks a significant shift in control, with Zhiyuan Hengyue becoming the new controlling shareholder and Deng Taihua as the actual controller of the company [2][3][15]. Group 1: Acquisition Details - Zhiyuan Hengyue plans to acquire 101 million shares from SWANCOR Samoa, representing 24.99% of the total share capital, and an additional 1.49 billion shares through a partial tender offer, totaling 37% of the company's shares [2][3]. - After the completion of these transactions, Zhiyuan Hengyue and Zhiyuan Innovation will collectively hold 29.99% of the company's shares and corresponding voting rights [3]. Group 2: Company Background - Zhiyuan Hengyue was established on June 25, 2025, with three shareholders: Zhiyuan Yingfeng (49.50%), Hengyue Dingfeng (49.50%), and Zhiyuan Innovation (0.5%) [5]. - Zhiyuan Yingfeng is a wholly-owned subsidiary of the humanoid robot unicorn Zhiyuan Robot, while Hengyue Dingfeng is led by Deng Taihua, the chairman of Zhiyuan Robot [6]. Group 3: Market Implications - The acquisition is perceived as a reverse merger, allowing Zhiyuan Robot to go public through the existing company, which is seen as a strategic move in the current market environment [7][24]. - The acquisition price is set at 7.78 yuan per share, aligning with the company's pre-suspension price, indicating a market capitalization of 3.1 billion yuan [23]. Group 4: Regulatory Considerations - The acquisition must comply with the regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange regarding major asset restructuring and reverse listings on the Sci-Tech Innovation Board [10][12]. - Key requirements include the target assets having positive net profits for the last two years or meeting specific revenue and cash flow criteria [12][14]. Group 5: Future Outlook - If the acquisition proceeds smoothly, Zhiyuan Robot's core assets could potentially be listed in the capital market within two years [18]. - The trend of companies seeking reverse mergers or similar methods for public listing is expected to grow, providing new exit strategies for investors and startups [24].

Core Viewpoint - The stock of Shangwei New Materials (688585.SH) resumed trading on July 9, opening with a 20% increase due to a significant change in control involving the transfer of shares to Zhiyuan Robotics and its core team [1][2]. Group 1: Share Transfer and Control Change - On July 8, Shangwei New Materials announced that its controlling shareholder SWANCOR Samoa signed a share transfer agreement, resulting in Zhiyuan Hengyue and Zhiyuan New Venture collectively owning 29.99% of the company's shares [1][3]. - Following the share transfer, the controlling shareholder will change from SWANCOR Samoa to Zhiyuan Hengyue, with Deng Taihua becoming the actual controller of Shangwei New Materials [1][3]. - Zhiyuan Hengyue plans to further increase its stake in Shangwei New Materials through a partial tender offer, aiming to acquire an additional 37.00% of the total share capital [1][3][4]. Group 2: Purpose of the Tender Offer - Zhiyuan Hengyue expressed its intention to enhance control over Shangwei New Materials through the tender offer, recognizing the company's long-term value and the A-share market's capacity to support technological and industrial innovation [4]. - The acquisition aims to promote sustainable development and protect the interests of shareholders, particularly minority shareholders, while leveraging technological innovation to improve the company's operations and management [4]. Group 3: Background of Zhiyuan Robotics - Zhiyuan Hengyue is a holding platform established by Zhiyuan Robotics and its core team, led by Deng Taihua, who has extensive experience in the technology sector [5][6]. - Zhiyuan Robotics, founded in February 2023, focuses on integrating AI with robotics to create leading general-purpose embodied robot products and applications [6][7]. - The company has achieved significant milestones, including the mass production of humanoid robots and securing funding from notable investors such as Tencent and JD.com [6][7].