Core Viewpoint - The article discusses the proposed acquisition of Upwind New Materials by Zhiyuan Hengyue, a holding platform established by Zhiyuan Robotics' core team, indicating a strategic shift in ownership and control within the company [2][5][23]. Summary by Sections Acquisition Details - Upwind New Materials announced on July 8 that its controlling shareholder will change to Zhiyuan Hengyue, with the actual controller becoming Deng Taihua [2][6]. - Zhiyuan Hengyue plans to acquire a 24.99% stake in Upwind New Materials from SWANCOR Samoa at a price of 7.78 yuan per share, totaling 9.41 billion yuan [12][16]. - Following the acquisition, Zhiyuan Hengyue and Zhiyuan New Creation will collectively hold 29.99% of Upwind New Materials' shares and corresponding voting rights [12][17]. Financial Commitments - The shareholders of SWANCOR Samoa, Strategic Samoa, and Upwind International Investment Holdings have committed to ensuring that Upwind New Materials achieves a net profit of no less than 60 million yuan for the years 2025, 2026, and 2027 [25]. - In 2024, Upwind New Materials reported a net profit of 88.68 million yuan, representing a year-on-year increase of 25.01% [25]. Company Background - Upwind New Materials focuses on the research, production, and sales of new materials and has become a leading supplier of environmentally friendly corrosion-resistant resins globally [25]. - Zhiyuan Robotics, the parent company of Zhiyuan New Creation, is recognized as a top-tier player in the humanoid robotics sector and has achieved a valuation of 15 billion yuan [6][23].

本次权益变动后，智元恒岳和致远新创合伙合计将拥有上市公司29.99%的股份及该等股份对应的表 决权，公司控股股东将由SWANCOR萨摩亚变更为智元恒岳，邓泰华将成为上市公司实际控制人。 公司股票将于2025年7月9日（星期三）开市起复牌。 小财注：智元恒岳是由智元机器人关联公司上海智元新创技术有限公司及其核心团队共同出资设立 的持股平台。本次交易如成功落地，有望成为国九条和并购六条实施以来，新质生产力企业在A股 的标志性收购案例 ，也是具身智能企业在科创板的首单收购案例。 8日晚间，上纬新材(688585.SH)公告称，智元恒岳拟以协议转让方式受让控股股东SWANCOR萨摩 亚持有的公司1.01亿股股份，占公司总股本的24.99%；致远新创合伙拟以协议转让的方式受让 SWANCOR萨摩亚所持有的公司240.09万股股份和金风投控所持有的公司1776.73万股股份，合计约 占公司总股本的5%。同时，智元恒岳拟通过部分要约收购方式进一步增持公司股份，要约收购数量 为1.49亿股，占公司总股本的37%。 ...

Market News - US stock indices closed mixed, with the Dow down 0.37%, Nasdaq up 0.03%, and S&P 500 down 0.07% [1] - Oil stocks rose, with Schlumberger up over 4%, BP and Chevron up over 3% [1] - International oil prices slightly increased, with WTI crude oil up 0.37% at $68.18 per barrel and Brent crude up 0.62% at $70.01 per barrel [1] - The Nasdaq Golden Dragon China Index rose 0.71%, with notable gains in companies like Daqo New Energy up over 10% and Tiger Brokers up over 8% [1] Industry Insights - On July 8, Upwind New Materials announced that Zhiyuan Robotics plans to acquire at least 63.62% of its shares, changing the controlling shareholder to Zhiyuan Robotics and its management team [2] - Zhiyuan Robotics has developed a leading "robot body + AI" technology stack, with expected shipments reaching thousands of units by 2025 [2] - The humanoid robot industry is anticipated to enter a critical phase in 2025, driven by advancements in component performance and cost reduction [2] - The market for embodied intelligence is expected to grow significantly, potentially exceeding one trillion yuan by 2026 [2] Policy Developments - On July 8, the National Development and Reform Commission, Ministry of Industry and Information Technology, and National Energy Administration issued a notice to promote zero-carbon park construction [3] - The initiative aims to accelerate the transformation of energy use in parks, encouraging renewable energy development and green electricity supply models [3] - Zero-carbon park construction is seen as a key strategy for achieving carbon neutrality, focusing on energy structure transformation and technological innovation [3] Technological Advancements - Hangzhou has solicited opinions on measures to support brain-like intelligent future industry innovation, emphasizing the development of brain-computer interface and brain-like computing technologies [4] - Brain-computer interfaces are expected to revolutionize human-machine interaction, with applications initially focused on medical rehabilitation and later expanding to education and entertainment [4] - Non-invasive brain-computer interface products are already on the market, while invasive technologies are still in the registration or clinical research stages [5]

Group 1 - The core point of the news is the proposed acquisition of 24.99% of the shares of Shangwei New Materials Technology Co., Ltd. by Shanghai Zhiyuan Hengyue Technology Partnership (Limited Partnership) through a share transfer agreement [2][4][13] - The acquisition involves the transfer of 100,800,016 unrestricted circulating shares from SWANCOR Samoa, which is a wholly-owned subsidiary of Shangwei Investment Control [2][4] - Following the completion of the share transfer, Zhiyuan Hengyue and its action partner will collectively hold 29.99% of the shares and corresponding voting rights in the company [2][4] Group 2 - The acquisition is contingent upon the approval of the company's shareholders' meeting and compliance with relevant laws and regulations, including obtaining confirmation from the Shanghai Stock Exchange [3][4] - The proposed acquisition price is set at RMB 7.78 per share, with a total planned acquisition of 149,243,840 shares, representing 37.00% of the company's total share capital [10][11] - The total maximum funding required for the acquisition is estimated at RMB 1,161,117,075.20 [14][15] Group 3 - The acquisition is not intended to terminate the listing status of Shangwei New Materials, and the acquirer will coordinate with other shareholders to address any potential issues regarding share distribution post-acquisition [9][10] - The acquirer has deposited RMB 232,223,500 as a performance guarantee for the acquisition, which is at least 20% of the maximum required funds [15] - The acquisition period is set for 30 calendar days, during which investors can check the number of shares accepted for the offer on the Shanghai Stock Exchange website [16]

Core Viewpoint - The announcement details a significant share transfer involving the controlling shareholder of Shangwei New Materials Technology Co., Ltd., indicating a potential change in control to Zhiyuan Hengyue Technology Partnership [1][3][10] Group 1: Share Transfer Agreements - On July 8, 2025, SWANCOR IND.CO.,LTD. (Samoa) and other parties signed a share transfer agreement, where Zhiyuan Hengyue intends to acquire 24.99% of the company's shares from SWANCOR Samoa [1][6] - Additionally, Zhiyuan Hengyue will acquire 0.60% of shares from SWANCOR Samoa and 4.40% from Jinfeng Investment Holdings Limited, totaling 29.99% post-transfer [1][6][10] Group 2: Voting Rights and Control Change - Following the share transfer, SWANCOR Samoa and Strategic Capital Holding Limited will irrevocably waive their voting rights, leading to Zhiyuan Hengyue becoming the new controlling shareholder with 29.99% of the voting rights [2][10] - Mr. Deng Taihua will become the actual controller of the company after the transfer [3][10] Group 3: Lock-up Period and Commitments - Shares acquired through the transfer will be locked for 18 months post-registration, with commitments from partners to maintain control stability for 36 months [4][5][10] - The parties involved have made commitments to not transfer their shares during the lock-up period [4][5] Group 4: Offer to Purchase - Zhiyuan Hengyue plans to further increase its stake through a partial tender offer for 149,243,840 shares, representing 37.00% of the total share capital [3][10] - SWANCOR Samoa has committed to tendering 135,643,860 shares for this offer, which constitutes 33.63% of the total shares [3][10] Group 5: Financial Terms - The first payment for the share transfer is to be made on the day of registration, with a total transfer price of approximately 784.22 million RMB [17][18] - The second payment is contingent upon the completion of the company's 2025 performance audit [18][19]

证券代码：688585 证券简称：上纬新材 公告编号：2025-047 上纬新材料科技股份有限公司 关于召开2025年第二次临时股东会的通知 本公司董事会及全体董事保证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： ? 股东会召开日期：2025年7月24日 ? 本次股东会采用的网络投票系统：上海证券交易所股东会网络投票系统 一、 召开会议的基本情况 （一） 股东会类型和届次 （二） 股东会召集人：董事会 （三） 投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结合 的方式 （四） 现场会议召开的日期、时间和地点 召开日期时间：2025 年 7 月 24 日 9 点 00 分 召开地点：上海市松江区鼎盛路 828 弄 3 号楼 （五） 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东会网络投票系统 网络投票起止时间：自2025 年 7 月 24 日 无 二、 会议审议事项 本次股东会审议议案及投票股东类型 序号 议案名称 投票股东类型 至2025 年 7 月 24 日 采用上海证券交易所网络投票系统，通过 ...

Core Viewpoint - The announcement of share transfer agreements indicates a significant change in the control structure of Shangwei New Materials, with the potential for increased influence from Zhiyuan Hengyue and Zhiyuan Xinchuang [2][3] Group 1: Share Transfer Agreements - The controlling shareholder SWANCOR IND.CO.,LTD. signed share transfer agreements with Zhiyuan Hengyue and Zhiyuan Xinchuang, resulting in Zhiyuan Hengyue acquiring 24.99% and Zhiyuan Xinchuang acquiring 5% of the company's shares [2] - Following the transfer, Zhiyuan Hengyue and Zhiyuan Xinchuang will collectively hold 29.99% of the shares and corresponding voting rights, changing the controlling shareholder from SWANCOR Samoa to Zhiyuan Hengyue [2] Group 2: Future Acquisition Plans - Zhiyuan Hengyue plans to further increase its stake in the company through a partial tender offer, targeting approximately 37.00% of the total share capital [3] - The actual controller of Zhiyuan Hengyue is Deng Taihua, who has a background in telecommunications and artificial intelligence, previously serving as a vice president at Huawei [3] Group 3: Industry Significance - If the transaction is successful, it could become a landmark acquisition case for new productivity enterprises in the A-share market since the implementation of the "National Nine Articles" and "Merger Six Articles," marking the first acquisition case for embodied intelligence companies on the Sci-Tech Innovation Board [4]

Group 1 - The core point of the news is that Zhiyuan Hengyue plans to acquire a significant stake in Shangwei New Materials, which will lead to a change in the controlling shareholder and actual controller of the company [1][3] - Zhiyuan Hengyue intends to acquire 101 million shares of Shangwei New Materials, representing 24.99% of the total share capital, and will also make a partial tender offer to acquire an additional 149 million shares, totaling 37% of the company [1] - After the completion of the equity change, Zhiyuan Hengyue and Zhiyuan New Venture will collectively hold 29.99% of the shares and corresponding voting rights in the listed company [1] Group 2 - Shangwei New Materials, established in 1992, operates in the new materials sector with applications primarily in energy conservation and environmental protection, as well as new energy [2] - Zhiyuan Robot, a brand under Shanghai Zhiyuan New Venture Technology Co., focuses on the integration of AI and robotics, developing general humanoid robots [2] - The actual controller of Zhiyuan Robot, Deng Taihua, has a background in Huawei, where he was responsible for the wireless product line and later served as vice president [2][4] Group 3 - The acquisition of Shangwei New Materials by Zhiyuan Robot is expected to be a landmark case for new productivity enterprises in the A-share market since the implementation of the new "National Nine Articles" and "Merger Six Articles" [3] - The transaction is also noted as the first acquisition case for embodied intelligence enterprises on the Sci-Tech Innovation Board [3] - Zhiyuan Robot has attracted significant investment from various institutions, including Hillhouse Capital, Sequoia China, and Baidu [4]

证券代码：688585 证券简称：上纬新材 公告编号：2025-048 上纬新材料科技股份有限公司 关于豁免公司现任及离任董事、监事、高级管理人员自愿性股份 限售承诺的公告 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： 上纬新材料科技股份有限公司（以下简称"公司"）于近日召开第三届董事 会独立董事专门会议第四次会议、公司第三届董事会第十六次会议、第三届监事 会第十五次会议，审议《关于豁免公司现任及离任董事、监事、高级管理人员自 愿性股份限售承诺的议案》，拟豁免公司现任及离任董事、监事、高级管理人员: 蔡朝阳先生、汪大卫先生、甘蜀娴女士、王洪荣女士于公司首次公开发行股票时 就其间接持有公司股份作出的自愿性股份限售承诺。相关议案已经公司独立董事 专门会议、董事会、监事会审议通过并同意提交股东会审议，关联董事、监事回 避表决。现将具体情况公告如下： 二、承诺履行情况 根据蔡朝阳先生、汪大卫先生、甘蜀娴女士、王洪荣女士的确认及核查，截 至本公告发布之日，上述人员均严格履行了上述承诺，没有违反承诺事项发生。 一、承 ...

Core Viewpoint - The announcement details a tender offer for shares of Shangwei New Materials Technology Co., Ltd. by Shanghai Zhiyuan Hengyue Technology Partnership, indicating a strategic move to increase control over the company and enhance its long-term value in the A-share market [1][10]. Summary by Sections Tender Offer Overview - On July 8, 2025, Shangwei New Materials received a tender offer report from Zhiyuan Hengyue, which includes a share transfer agreement involving the acquisition of 100,800,016 shares (24.99% of total shares) from SWANCOR IND.CO.,LTD. [1][2] - The share transfer price is set at RMB 7.78 per share [1][4]. Shareholder Agreements - SWANCOR and STRATEGIC have irrevocably committed to relinquishing their voting rights on all shares held, effective from the completion of the share transfer [2][3]. - Zhiyuan Hengyue plans to further acquire 149,243,840 shares (37.00% of total shares) through a partial tender offer [3][10]. Tender Offer Details - The tender offer price is RMB 7.78 per share, matching the price in the share transfer agreement [11][14]. - The total maximum funding required for the tender offer is approximately RMB 1.16 billion [16]. - The offer period for the tender is set for 30 days, with specific dates to be announced later [17]. Funding and Financial Arrangements - The acquirer has deposited RMB 232,223,500 as a performance guarantee for the tender offer [16]. - Funding for the acquisition will come from the acquirer's own and self-raised funds, with plans to secure bank loans [17]. Future Plans and Conditions - The acquirer does not plan to continue increasing its stake in the next 12 months beyond this tender offer [11]. - The tender offer is not intended to terminate the listing status of Shangwei New Materials, and the acquirer will work with other shareholders to address any potential issues regarding share distribution post-offer [10][11].