Group 1 - The company, Shenzhen Water New Materials Co., Ltd., held its 11th meeting of the 5th Board of Directors on September 5, 2025, to discuss several key proposals [1][2]. - The Board approved the acquisition of 100% equity of Huarka Sealing Products (Shanghai) Co., Ltd. for RMB 25.716 million, which will require shareholder approval [1][2]. - The Board also approved an adjustment of the financing guarantee limit for Chongqing Water Zhicheng New Materials Technology Co., Ltd. from RMB 600 million to RMB 550 million, and a credit application of up to RMB 50 million for the sealing company [2][3]. Group 2 - A proposal to convene the first temporary shareholders' meeting of 2025 on September 26, 2025, was also approved, where the aforementioned proposals will be submitted for shareholder review [3].

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on September 26, 2025, at 15:00 [1] - Shareholders can participate through on-site voting or online voting via the Shenzhen Stock Exchange system [1][6] - Online voting will be available from 9:15 to 9:25, 9:30 to 11:30, and from 9:15 to 15:00 on the same day [1] Eligibility and Attendance - All shareholders registered with China Securities Depository and Clearing Corporation Limited as of September 19, 2025, have the right to attend the meeting [2] - Shareholders can appoint proxies to attend and vote on their behalf, and the proxy does not need to be a shareholder [2] Agenda and Voting Procedures - The meeting will review a total of 8 proposals, with specific voting requirements for each [3][4] - Proposals 2.03-2.08 and Proposal 4 require more than half of the valid voting rights to pass, while Proposals 1 and 2 require two-thirds [4] - Separate counting of votes will be conducted for minority investors [4] Registration and Documentation - Personal shareholders must present identification and stock account cards for registration [5] - Corporate shareholders must provide relevant documentation to verify their legal representative or authorized agent [5] - Registration via mail or fax is available for remote shareholders, with a deadline of September 25, 2025, at 17:00 [5] Voting Process - In case of significant disruptions during online voting, the meeting's progress will be adjusted accordingly [6] - Detailed procedures for online voting are provided in the attached documents [12]

Group 1 - The company held its ninth meeting of the fifth supervisory board on September 5, 2025, in compliance with relevant laws and regulations [1][2] - The supervisory board approved the acquisition of 100% equity of Walka Sealing Products (Shanghai) Co., Ltd. for RMB 25.716 million, which requires shareholder meeting approval [1][2] - The supervisory board also approved the adjustment of the financing guarantee limit for Chongqing Water Zhicheng New Materials Technology Co., Ltd. from RMB 600 million to RMB 550 million [2] Group 2 - The sealing company plans to apply for a comprehensive credit line of up to RMB 50 million from banks, with the company providing a joint liability guarantee for this amount [2] - All resolutions were passed unanimously with three votes in favor and no votes against or abstentions [2] - The announcement will be disclosed simultaneously on the Giant Tide Information website [2]

Transaction Overview - Shenzhen Water New Materials Co., Ltd. plans to acquire 100% equity of Walka Sealing Products (Shanghai) Co., Ltd. for a total consideration of RMB 25.716 million (including tax) [1][2] - The acquisition aims to strengthen the company's position in the semiconductor industry and enhance its global competitiveness [1][18] - The transaction is classified as a major asset restructuring and requires approval from the company's shareholders [2][21] Target Company Information - Walka Sealing Products (Shanghai) Co., Ltd. was established on December 21, 2000, with a registered capital of 115 million Japanese yen [3][4] - The company specializes in the production of various sealing products and fluororesin products, serving advanced manufacturing industries [4][18] - Prior to the acquisition, Walka Co., Ltd. was the sole shareholder of the target company [3][4] Financial Performance - As of June 30, 2025, the target company's total assets were RMB 49.5686 million, with total liabilities of RMB 22.8293 million, resulting in total equity of RMB 26.7394 million [5][6] - The target company reported a revenue of RMB 2.76565 million and a net loss of RMB 2.58223 million for the first half of 2025 [5][6] Valuation and Pricing - The target company's net asset value was assessed at RMB 26.7394 million, with an appraisal value of RMB 48.2842 million, indicating an appreciation of RMB 21.5449 million (an increase of 80.57%) [7][8] - The final transaction price was determined based on the audited net asset value as of June 30, 2025, and was agreed upon through negotiation [7][8] Strategic Implications - The acquisition is expected to enhance the company's capabilities in high-end sealing products, which are critical for the semiconductor and nuclear energy industries [18][19] - The target company operates in a strategic location within the Shanghai Songjiang Export Processing Zone, which is advantageous for the company's supply chain and talent acquisition [18][19] - The transaction will allow the company to expand its fluorine materials into downstream applications, thereby enriching its service capabilities [19][20]

Core Viewpoint - The company has approved adjustments to its financing guarantee limits for its subsidiary, Chongqing Water Intelligent New Materials Technology Co., Ltd., reducing the limit from 600 million RMB to 550 million RMB, while also allowing a new guarantee for a sealing products company of up to 50 million RMB [1][6]. Summary by Sections Adjustment of Credit and Guarantee Limits - The company has adjusted the financing guarantee limit for Chongqing Water Intelligent from 600 million RMB to 550 million RMB to meet the funding needs of its newly acquired subsidiary, the sealing products company, which will seek a credit limit of up to 50 million RMB [1][6]. Basic Information of the Guaranteed Entity - Chongqing Water Intelligent was established on June 4, 2019, with a registered capital of 400.4 million RMB. Its business scope includes the research, production, and sales of polymer materials and related products [2]. Financial Performance of Chongqing Water Intelligent - As of December 31, 2024, Chongqing Water Intelligent had total assets of 869.83 million RMB, total liabilities of 521.29 million RMB, and a net profit of -22.9 million RMB. By June 30, 2025, total assets were 864.30 million RMB, with total liabilities of 524.17 million RMB and a net profit of -8.41 million RMB [3]. Acquisition of Sealing Products Company - The company plans to acquire 100% of the shares of Huarka Sealing Products (Shanghai) Co., Ltd. for 25.716 million RMB, which will become a wholly-owned subsidiary post-acquisition. The acquisition requires approval from the shareholders' meeting [4][5]. Authorization for Financing Decisions - The board of directors has proposed to authorize the legal representative or designated personnel to make financing decisions within the approved limits and to sign relevant contracts with financial institutions [5][6]. Board and Supervisory Opinions - Both the board and the supervisory committee have agreed to the adjustments in the financing guarantee limits and the new guarantee for the sealing products company, pending approval from the shareholders' meeting [6]. External Guarantee Status - As of the announcement date, the company has no overdue guarantees or potential litigation issues, with total guarantees to subsidiaries amounting to 322.05 million RMB, representing 18.12% of the latest audited net assets [6].

Core Viewpoint - The company,沃特股份, plans to strengthen its position in the semiconductor industry by acquiring 100% of the shares of 华尔卡密封件制品(上海)有限公司 for 25.716 million yuan (including tax) [1] Group 1: Acquisition Details - The acquisition involves a share transfer agreement with 株式会社华尔卡 [1] - The target company, 华尔卡密封件制品(上海)有限公司, serves as a core manufacturing base for sealing products globally [1] - The target has a long history of servicing well-known clients in the semiconductor and advanced manufacturing sectors [1]

Core Viewpoint - The company aims to strengthen its position in the semiconductor industry and enhance its global competitiveness through the acquisition of 100% equity in a sealing company for 25.716 million yuan (including tax) [1] Group 1 - The company will use its own or raised funds for the acquisition [1] - The acquisition involves signing a share transfer agreement with Walka Co., Ltd. [1] - Upon completion of the transaction, the sealing company will become a wholly-owned subsidiary of the company [1]

沃特股份9月5日公告，拟以自有或自筹资金2571.6万元收购株式会社华尔卡持有的华尔卡密封件制品 （上海）有限公司100%股权，并签订《股权转让协议》。本次交易完成后，公司将持有密封件公司 100%的股权，密封件公司成为公司全资子公司。 ...

华尔卡密封件制品（上海）有限公司 2024 年度、2025 年 1-6 月审计报告 中喜财审 2025S03156 号 中喜会计师事务所（特殊普通合伙） 否中具有执业许可的会计 您可使用手机"扫一扫"或进入"注册会计师行业签—坚 地址： 北京市东城区崇文门外大街 11 号新成文化大厦 A 座 11 层 邮编： 100062 电话：010-67085873 传真: 010-67084147 邮 箱： zhongxi@zhongxicpa.net 录 TT 中喜财审 2025S03156 号 华尔卡密封件制品(上海)有限公司董事会: 一、审计意见 | 内 | 容 | 页 次 | | --- | --- | --- | | 一、审计报告 | | 1 - 3 | | 二、已审财务报表 | | | | 资产负债表 | | 4 - 5 | | 利润表 | | 6 | | 现金流量表 | | 7 | | 所有者权益变动表 | | 8 - 11 | | 三、财务报表附注 | | 12 - 64 | 四、会计师事务所营业执照及资质证书 中喜会计师事务所(特殊带通合伙) ZHONGXI CPAs (SPECIAL GENERAL ...

证券代码：002886 证券简称：沃特股份 公告编号：2025-045 深圳市沃特新材料股份有限公司 关于收购华尔卡密封件制品(上海)有限公司 100%股权的公告 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。 特别提示： 1、根据《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律 监管指引第 1 号——主板上市公司规范运作》及《公司章程》的有关规定，深圳 市沃特新材料股份有限公司（以下简称"公司"）收购株式会社华尔卡持有的华尔 卡密封件制品(上海)有限公司（以下简称"密封件公司""VSSH""标的公司"）100% 股权（以下简称"本次交易"）不构成关联交易，本次交易需提交公司股东大会审 议。 2、根据《上市公司重大资产重组管理办法》的相关规定，本次交易不构成 重大资产重组。 为进一步强化公司在半导体行业的布局，提升公司全球竞争力，公司拟以自 有或自筹资金 2,571.60 万元（含税）收购株式会社华尔卡持有的密封件公司 100% 股权，并签订《股权转让协议》。本次交易完成后，公司将持有密封件公司 100% 的股权，密封件公司成为公司全资子公司。 公司 ...