安徽国风新材料股份有限公司 发行股份及支付现金购买资产并募集配套资金 摘要 | 交易对方类型 | 名称 | | --- | --- | | 发行股份及支付现金购买资产交易对方 | 施克炜等 名交易对方 10 | | 募集配套资金认购方 | 包括合肥市产业投资控股（集团）有限公 | | | 司在内的不超过 名符合条件的特定对象 35 | 独立财务顾问 股票代码：000859 股票简称：国风新材 上市地点：深圳证券交易所 签署日期：二〇二五年六月 暨关联交易报告书（草案）（修订稿） | 目 录 1 | | | --- | --- | | 声明 | 2 | | 一、上市公司声明 | 2 | | 二、交易对方声明 | 3 | | 三、证券服务机构及人员声明 | 3 | | 释义 | 4 | | 重大事项提示 | 8 | | 一、本次重组方案简要介绍 | 8 | | 二、募集配套资金情况简要介绍 | 10 | | 三、本次交易对上市公司的影响 | 11 | | 四、本次交易已履行和尚需履行的批准程序 | 13 | | 五、上市公司控股股东对本次交易的原则性意见 | 14 | | 六、上市公司控股股东、董监高自预案披露之 ...

Investment Rating - The report maintains a recommendation for the chemical industry, particularly focusing on new materials, indicating a positive outlook for investment opportunities in this sector [1]. Core Insights - The report highlights a recovery in prices for chemical products, driven by a recent easing of tariffs in the US-China trade war, which has led to increased foreign trade inquiries and shipping prices [8]. - The chemical industry is currently experiencing a dual bottom in profitability and valuation, with a projected ROE-PB of 6.19% and 1.77 for 2024, and a recovery to 7.55% and 1.85 in Q1 2025 [8]. - The report emphasizes the importance of domestic production capabilities in new materials, particularly in light of the ongoing trade tensions and the need for self-sufficiency [9]. - The new materials sector has shown strong performance, outpacing the broader market indices, with a weekly change of 1.98% compared to a decline in major indices [10]. Industry Updates - The report notes that the new materials sector is expected to benefit from a shift towards domestic production and the reduction of import dependencies, particularly in critical areas [9]. - The report identifies specific new materials with high growth potential, including ETO, nucleating agents, aramid paper, PI films, industrial coatings, and ion exchange resins [9]. - The report also mentions the investigation into DuPont China by the National Market Supervision Administration, which could create opportunities for domestic companies in the same sector [11]. Trading Data - The Huachuang Chemical Industry Index stands at 75.23, reflecting a decrease of 1.08% week-on-week and a year-on-year decline of 24.76% [18]. - The report provides detailed statistics on price changes for various materials, indicating a mixed performance with some materials like SAF Europe FOB prices increasing by 3.00% while high-purity hydrogen saw a decrease of 10.00% [19][22]. New Materials Subsector Tracking - The report tracks various subsectors within new materials, including advancements in battery safety standards, which are set to be enforced in 2026, potentially impacting the materials used in electric vehicle batteries [12]. - The report highlights the growth in the smartphone market, with a 3.3% year-on-year increase in shipments, benefiting the consumer electronics materials sector [13]. - The report discusses funding initiatives in Shenzhen aimed at supporting AI terminal technology, which may influence the materials used in smart devices [14].

Market Performance - The photoresist concept sector declined by 1.60%, ranking among the top declines in the concept sector as of the market close on May 28 [1] - Within the sector, stocks such as Guofeng New Materials, Xilong Science, and Kent Catalysts experienced significant declines, while 16 stocks saw price increases, with Ruile New Materials, Tongcheng New Materials, and Aolaide leading the gains at 5.08%, 2.99%, and 2.74% respectively [1] Capital Flow - The photoresist concept sector experienced a net outflow of 1.135 billion yuan, with 51 stocks seeing net outflows, and 7 stocks having outflows exceeding 50 million yuan [2] - The stock with the highest net outflow was Kaimete Gas, with a net outflow of 274 million yuan, followed by Hongbaoli, Feikai Materials, and Guofeng New Materials with net outflows of 198 million yuan, 115 million yuan, and 79.89 million yuan respectively [2] Top Gainers and Losers - The top gainers in the photoresist concept stocks included Tongcheng New Materials, Ruile New Materials, and Qicai Chemical, with net inflows of 37.81 million yuan, 36.54 million yuan, and 30.98 million yuan respectively [2][4] - The stocks with the largest declines included Kaimete Gas at -3.90%, Hongbaoli at -5.13%, and Feikai Materials at -4.16% [3][4]

Core Insights - The pharmaceutical sector experienced a significant net outflow of over 1.578 billion yuan, indicating a negative trend in investor sentiment towards this industry [1][2] - In contrast, sectors such as cultural media, transportation, and precious metals saw net inflows, with cultural media leading at 0.557 billion yuan [1][2] Sector Summary - **Net Inflows**: - Cultural Media: 0.557 billion yuan, 3.93% net inflow rate [2] - Transportation: 0.398 billion yuan, 3.41% net inflow rate [2] - Precious Metals: 0.263 billion yuan, 4.34% net inflow rate [2] - Environmental Protection: 0.237 billion yuan, 4.23% net inflow rate [2] - Power Grid Equipment: 0.232 billion yuan, 1.38% net inflow rate [2] - **Net Outflows**: - Pharmaceuticals: -1.578 billion yuan, -3.26% net outflow rate [2] - Transportation Equipment: -1.219 billion yuan, -2.58% net outflow rate [2] - Complete Automobiles: -0.826 billion yuan, -4.66% net outflow rate [2] - Machinery Equipment: -0.825 billion yuan, -1.54% net outflow rate [2] - Chemical Pharmaceuticals: -0.806 billion yuan, -3.80% net outflow rate [2] Stock Performance - **Top Net Inflows**: - Wuhan Fangu: 0.462 billion yuan, 40.88% net inflow rate [3] - Baobian Electric: 0.322 billion yuan, 26.83% net inflow rate [3] - Shanghai Electric: 0.297 billion yuan, 9.03% net inflow rate [3] - Kaimete Gas: 0.295 billion yuan, 30.69% net inflow rate [3] - Zhongke Information: 0.224 billion yuan, 22.30% net inflow rate [3] - **Top Net Outflows**: - Seris: -0.375 billion yuan, -9.49% net outflow rate [4] - Ningde Times: -0.352 billion yuan, -7.57% net outflow rate [4] - Zhongchao Holdings: -0.296 billion yuan, -11.46% net outflow rate [4] - Huibo Yuntong: -0.281 billion yuan, -10.28% net outflow rate [4] - BYD: -0.247 billion yuan, -4.02% net outflow rate [4]

Market Performance - On May 23, major market indices experienced fluctuations and closed lower, with A-shares trading volume reaching 1.18 trillion yuan, and over 1,100 stocks closing higher, including 52 stocks hitting the daily limit [1] - For the week, the Shanghai Composite Index fell by 0.57%, the ChiNext Index dropped by 0.88%, and the STAR Market 50 Index decreased by 1.47% [1] Individual Stock Performance - Over 1,600 stocks rose this week, with 22 stocks gaining over 30%. Notably, six stocks surged over 50%, with the largest increase being 99.96% for Sanofi [1][2] - Other significant gainers included Huibo Yuntong (301316) and Binhai Energy (000695), both of which saw weekly increases exceeding 60% [1][2] Sector Analysis - Among the stocks that rose over 30%, the pharmaceutical and biological sector had six representatives, followed by light industry manufacturing with three stocks [1] Historical Highs - On May 23, 17 stocks reached historical closing highs, with the pharmaceutical and biological, mechanical equipment, and automotive sectors showing a concentration of high performers [3][4] - The average increase for stocks reaching historical highs was 8.20%, with notable gainers including Xintiandi (301277) and Zhongzhou Special Materials (300963) [3] Institutional Activity - On May 23, ten stocks saw net purchases from institutions, with Yixin Tang (002727) leading at a net buy of 102 million yuan [5][6] - Conversely, institutions sold off stocks such as Hongchuang Holdings (002379) and Tianqimo (002510), each experiencing net sales exceeding 50 million yuan [5][6] Northbound Capital Flow - Northbound capital was present in nine stocks on the trading board, with net purchases in three stocks: Xue Ren Shares (002639), Huibo Yuntong, and Jinlongyu (002882) [7] - Yixin Tang faced the highest net sell-off from northbound capital, totaling 68.98 million yuan [7] Company Announcements - Zhongjin Gold (600489) plans to inject four companies, including Inner Mongolia Jintao, into the company to resolve competition issues [8] - Huakang Clean (301235) won a bid for a healthcare project with a contract value of 60.24 million yuan and a duration of 120 days [8] - Weier Shares (603501) intends to issue H-shares and list on the Hong Kong Stock Exchange [9] - Yunchongma (603130) plans to raise no more than 640 million yuan for a project to produce DTY silk and high-performance leather base fabric [9]

Market Overview - The Shanghai Composite Index fell by 0.94% on May 23, with only three sectors rising, namely automotive, pharmaceutical biology, and basic chemicals, which increased by 0.42%, 0.42%, and 0.05% respectively [1] - The main funds in the two markets experienced a net outflow of 28.926 billion yuan, with only three sectors seeing net inflows: automotive (3.202 billion yuan), pharmaceutical biology (1.107 billion yuan), and basic chemicals (462 million yuan) [1] Basic Chemicals Sector - The basic chemicals sector rose by 0.05% with a net inflow of 462 million yuan, comprising 400 stocks, of which 161 rose and 223 fell, with 11 hitting the daily limit [2] - Among the stocks with net inflows exceeding 100 million yuan, the top three were Youfu Co. (471 million yuan), Yanggu Huatai (340 million yuan), and Guofeng New Materials (292 million yuan) [2] - The stocks with the largest net outflows included Hongbaoli (281 million yuan), Hanjin Technology (157 million yuan), and Yuntianhua (145 million yuan) [2][3] Key Stocks in Basic Chemicals - Top gainers in the basic chemicals sector included: - Youfu Co. with a rise of 9.97% and a turnover rate of 13.00% [2] - Yanggu Huatai with a rise of 19.97% and a turnover rate of 19.11% [2] - Guofeng New Materials with a rise of 10.00% and a turnover rate of 22.16% [2] - Notable decliners included: - Hongbaoli with a decline of 4.02% and a turnover rate of 27.05% [3] - Hanjin Technology with a decline of 3.83% and a turnover rate of 5.42% [3] - Yuntianhua with a decline of 0.67% and a turnover rate of 1.33% [3]

Core Viewpoint - The semiconductor-related stocks, particularly photolithography machines and photoresists, have seen a resurgence in activity, with significant gains in several companies' stock prices [1] Group 1: Company Performance - Guofeng New Materials experienced a limit-up increase in stock price [1] - Yanggu Huatai's stock rose over 10% [1] - Strongly New Materials and Fulede both saw stock increases of over 5% [1] - Other companies such as Jiuri New Materials, Zhangjiang Hi-Tech, Maolai Optics, Xinlai Materials, and Guangxin Materials also experienced stock price increases [1]

A股塑料制品板块短线拉升，国风新材涨停，沃特股份此前封板，润阳科技、奇德新材、永利股份、津 膜科技、东材科技等跟涨。 ...

Core Viewpoint - The article highlights the successful trial operation of a chemical electronic-grade polyimide film production line by Guofeng New Materials, which is part of a broader strategy to enhance production capacity and meet the growing demand for high-performance polyimide films in various high-end applications, including electronics and aerospace. Group 1: Company Developments - On May 16, Guofeng New Materials successfully conducted trial production for its chemical electronic-grade polyimide film production line, contributing to an annual production capacity of 1,600 tons for polyimide films [1]. - Guofeng New Materials focuses on five major industries, including polymer functional films and new energy vehicle lightweight materials, with a film product capacity utilization rate of 91.58% [1]. - The company has established and is building a total of 12 polyimide production lines, with 6 thermal production lines currently in stable operation and 5 in equipment debugging stages [1]. Group 2: Product Innovations - Guofeng New Materials has begun mass production of various polyimide films, including yellow base films for FCCL, black films for shielding, and carbon-based films for chip packaging [2]. - The company is also researching over 10 new products and technologies, such as high thermal conductivity polyimide films and transparent polyimide films [2]. - The chemical imidization process used in polyimide film production offers multiple advantages in production efficiency and product performance, enabling the creation of high-end polyimide films for electronic-grade substrates and other advanced applications [2]. Group 3: Market Landscape - Major global producers of chemical electronic-grade polyimide films include Toray-DuPont, Zhongyuan Chemical, SKPI, and Ube Industries, all with annual capacities exceeding 1,000 tons [3]. - Domestic companies like Guofeng New Materials, Times Huaxin, and Zhongtian Electronics are integrating or independently developing chemical polyimide film production equipment to enhance their product offerings [3]. - Zhongtian Electronics has achieved market-scale application of electronic-grade H films and recently launched transparent polyimide films, filling a gap in the domestic market for high-end flexible transparent CPI films [4]. Group 4: Industry Trends - Times Huaxin has been innovating since 2010, overcoming key scientific and engineering challenges in high-performance polyimide film production, and established China's first chemical imidization production line in 2017 [5]. - Ruihuatai employs both chemical and thermal processes, with plans to achieve an annual capacity of 1,600 tons by 2026 through its chemical production lines [6].

本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 根据安徽国风新材料股份有限公司（以下简称"公司"）第七届 董事会第八次会议有关投资建设电子级聚酰亚胺膜材料项目（下称 "项目"）的决议，公司按计划稳步推进项目建设。详见公司于 2022 年 1 月 26 日在《证券时报》与巨潮资讯网（www.cninfo.com.cn）上 刊登的《第七届董事会第八次会议决议公告》（编号：2022-006）。 该项目计划建设 5 条电子级聚酰亚胺薄膜生产线，其中 1 条为化 法电子级聚酰亚胺薄膜生产线（下称"化法生产线"）。2025 年 5 月 16 日，化法生产线成功投料试车。化法生产线借助催化剂达成亚胺 化反应，在生产效率、产品性能提升等方面拥有多重优势，能够生产 高性能覆铜基膜、低介电聚酰亚胺薄膜、透明聚酰亚胺薄膜等一系列 高端聚酰亚胺薄膜产品。化法生产线的投料试车标志着公司在高端聚 酰亚胺薄膜领域的产品结构优化和生产制造能力进一步提升，将提高 公司聚酰亚胺薄膜产能，推动技术革新与产品升级，强化高端聚酰亚 胺薄膜自主可控发展，促进公司高质量发展。 特此公告 1 证券代码：00 ...