证券代码：002915 证券简称：中欣氟材 公告编号：2025-043 浙江中欣氟材股份有限公司 二、换发的《营业执照》具体内容 名称：福建中欣氟材高宝科技有限公司 统一社会信用代码：913504236668776340 类型：有限责任公司（法人独资） 关于全资子公司变更经营范围暨完成工商变更登记的公告 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。 浙江中欣氟材股份有限公司（以下简称"公司"）于近日收到全资子公司福 建中欣氟材高宝科技有限公司（以下简称"高宝科技"）的通知，因业务发展需 要，高宝科技对其经营范围进行了变更，现已完成工商变更登记手续，并取得了 由清流县市场监督管理局换发的《营业执照》。具体情况如下： | 变更事项 | 变更前 | 变更后 | | --- | --- | --- | | 经营范围 | 许可项目：矿产资源（非煤矿山） | 一般项目：基础化学原料制造 | | | 开采；危险化学品生产；有毒化 | （不含危险化学品等许可类化 | | | 学品进出口；货物进出口；第二、 | 学品的制造）；化工产品生产（不 | | | 三类监控化学品和第四 ...

Core Viewpoint - The humanoid robot industry is entering a critical development phase driven by significant market demand and advancements in artificial intelligence technology, with a projected market size of 10 trillion yuan by 2045 [2][24]. Group 1: Humanoid Robot Development - Humanoid robots are still in the early stages of development, with immense future market potential [11]. - The industry is supported by frequent macro-level policies aimed at promoting the establishment of a competitive supply chain and innovation ecosystem [28][29]. - The domestic humanoid robot market is expected to reach a scale of 20-50 billion yuan by 2028, growing to 500-1,000 billion yuan by 2035, and potentially 10 trillion yuan by 2045 [24][25][27]. Group 2: Material Investment Opportunities - The demand for new materials related to humanoid robots, such as lightweight materials, dexterous hand materials, and electronic skin materials, is expected to grow significantly [2][39]. - PEEK (Polyether Ether Ketone) is identified as a crucial material for reducing robot weight and enhancing strength, with a projected increase in demand due to industry growth [3][54]. - UHMWPE (Ultra-High-Molecular-Weight Polyethylene) fibers are highlighted as the main tendon materials for dexterous hands, offering superior mechanical properties [3][40]. Group 3: Investment Recommendations - Companies to watch include those involved in PEEK materials such as Zhongyan Co., Kaisheng New Materials, and Xinchao New Materials, as well as those producing UHMWPE fibers and related products [4]. - Investment opportunities are also noted in companies focusing on electronic skin materials, such as Xiangyuan New Materials and Fulai New Materials [4].

Investment Rating - The report recommends a positive investment rating for companies involved in humanoid robot materials, particularly PEEK and UHMWPE fiber related firms [3][4]. Core Insights - The humanoid robot industry is entering a critical development phase characterized by technological breakthroughs and initial applications, driven by significant market demand and advancements in artificial intelligence [1][10]. - The domestic robot market is expected to reach a scale of 10 trillion yuan by 2045, which will stimulate demand for related materials [1][19]. Summary by Sections 1. Humanoid Robot Market Potential - Humanoid robots are still in the early stages of development, with immense future market potential anticipated [10][19]. - The market for humanoid robots is projected to grow significantly, with various applications expected to emerge as technology advances [19][20]. 2. PEEK Material - PEEK is identified as a crucial material for reducing robot weight and enhancing strength, with its demand expected to grow rapidly due to industry expansion [2][35]. - The production of PEEK involves DFBP as a key raw material, which is essential for its synthesis [35][38]. - Companies such as Xinhang New Materials and Zhongxin Fluorine Materials are actively expanding their production capacities for DFBP and PEEK [43][44]. 3. UHMWPE Fiber - UHMWPE fiber is highlighted as the primary tendon material for dexterous hands in humanoid robots, known for its high strength-to-weight ratio and excellent mechanical properties [2][3]. - Investment opportunities in companies producing UHMWPE fiber are recommended, including Tongyi Zhong and Nanshan Zhishang [3][4]. 4. Electronic Skin - The report emphasizes the importance of material selection and structural design in the development of electronic skin, which is crucial for enhancing the sensory capabilities of humanoid robots [2][4]. - Investment opportunities in companies related to flexible substrates for electronic skin are suggested, such as Xiangyuan New Materials and Fulai New Materials [3][4].

Core Viewpoint - The company plans to issue shares to specific investors through a simplified procedure, aiming to raise up to 226 million yuan for investment projects and working capital [1][2]. Group 1: Share Issuance Details - The share issuance will target no more than 35 specific investors, including legal entities and qualified foreign institutional investors [1]. - The issuance price will be no less than 80% of the average trading price over the 20 trading days prior to the pricing date [1]. - The total number of shares issued will not exceed 30% of the company's total share capital before the issuance [1]. Group 2: Fundraising and Investment Plans - The total amount to be raised is capped at 226 million yuan, which will be allocated to the construction of production projects and to supplement working capital [2]. - The investment projects include the construction of facilities for producing 2,000 tons of BPEF, 500 tons of BPF, and 1,000 tons of 9-fluorenone, with a total investment of approximately 19.42 million yuan [3]. Group 3: Company Ownership and Control - As of the announcement date, the company has a total of 325,468,375 shares, with the actual controller holding a combined 31.10% of the shares [2]. - The issuance is not expected to change the company's control, as the actual controller will still maintain a significant ownership stake post-issuance [2].

Core Viewpoint - Zhongxin Fluorine Materials (002915) plans to raise up to 226 million yuan through a private placement to fund the construction of new production lines for BPEF, BPF, and 9-fluorenone, as well as to supplement working capital [1] Group 1: Fundraising and Investment Projects - The total investment for the expansion projects is 194 million yuan, with 159 million yuan to be raised through this fundraising [1] - The new projects will add 2000 tons of BPEF, 500 tons of BPF, and 1000 tons of 9-fluorenone production capacity, focusing on expanding existing optical material products [1][2] Group 2: Market Demand and Production Capacity - Zhongxin Fluorine Materials currently has a production line for 1500 tons/year of BPEF, which is insufficient to meet growing downstream market demand, necessitating expansion [2] - After the project completion, the design capacity for BPEF will increase to 3500 tons, with plans to develop a product system centered on BPEF and supported by BPF [2] Group 3: Company Strategy and Financial Performance - The company has been extending its industrial chain while maintaining its advantages in pharmaceutical and pesticide intermediates [3] - In 2024, the company reported revenue of 1.404 billion yuan, a year-on-year increase of 4.54%, but a net loss of 186 million yuan, primarily due to declining gross margins and insufficient operating rates [3] - The company aims to continue focusing on fluorine fine chemicals, new materials, and refrigerant business areas, with ongoing projects in various locations to accelerate expansion [4]

Core Viewpoint - Zhejiang Zhongxin Fluorine Materials Co., Ltd. plans to issue shares to specific investors through a simplified procedure to raise funds for strategic development, with a total fundraising amount not exceeding 226 million yuan [6][11]. Group 1: Board Meeting Details - The 21st meeting of the 6th Board of Directors was held on July 7, 2025, in Hangzhou Bay, with all members present either in person or via telecommunication [1]. - The meeting was convened by Chairman Xu Jianguo and was attended by supervisors and senior management [1]. Group 2: Share Issuance Proposal - The board approved the proposal for the company to issue shares to specific investors, confirming compliance with relevant laws and regulations [2][8]. - The issuance will involve A-shares with a par value of 1.00 yuan each [3]. Group 3: Issuance Details - The issuance will be completed within ten working days after receiving registration approval from the China Securities Regulatory Commission [3]. - The target investors will not exceed 35 specific entities, including qualified institutional investors [4]. Group 4: Pricing and Quantity - The pricing benchmark will be set at 80% of the average trading price over the 20 trading days prior to the pricing date [5]. - The total number of shares issued will not exceed 30% of the company's total share capital before the issuance, with a maximum fundraising amount of 300 million yuan [6]. Group 5: Fund Utilization - The net proceeds from the issuance will be used for projects including the production of BPEF and BPF, with a total investment of 261.41 million yuan and planned funding of 226 million yuan [6][7]. Group 6: Lock-up Period and Profit Distribution - Shares issued will have a lock-up period of six months post-issuance, and profits accumulated before the issuance will be shared among new and existing shareholders based on their shareholding ratio [7][8]. Group 7: Audit and Compliance - The board approved the appointment of Beijing Zhongming Guocheng Accounting Firm as the special auditing institution for the share issuance [12].

Core Viewpoint - The company plans to issue shares to specific investors, which may dilute immediate returns but aims to enhance long-term profitability and business expansion through increased capital [1][2][3] Financial Impact Analysis - After the issuance, the company's net asset scale will increase, but short-term net asset return may be affected, leading to potential dilution of immediate returns [1][3] - The estimated number of shares to be issued is 16,005,666, with the total amount of raised funds being an estimate and subject to regulatory approval [2] - Key financial metrics post-issuance include: - Total shares before issuance: 32,546.84 million shares; after issuance: 34,147.40 million shares - Net profit attributable to shareholders before issuance: 1,058.00 million yuan; after issuance: 846.40 million yuan - Basic earnings per share before issuance: 0.0383 yuan; after issuance: 0.0306 yuan - Weighted average return on net assets before issuance: 0.9549%; after issuance: 0.7574% [3][4] Necessity and Rationality of Financing - The financing is deemed necessary and rational as it supports projects that enhance the company's core competitiveness and sustainable development [5] - The company has established a full industrial chain in fluorine fine chemicals, with the new project aimed at expanding production capacity for specific products [6] Project Relationship and Resource Readiness - The fundraising projects are closely related to the company's existing business, leveraging its established market position and technological capabilities [6] - The company has a strong management team with extensive experience in the fine chemical industry, ensuring effective execution of the fundraising projects [7] Measures to Mitigate Dilution of Immediate Returns - The company will enhance governance structures to ensure sustainable development and protect shareholder rights [8] - Strict management of raised funds will be implemented to ensure proper usage and mitigate risks [8] - Continuous improvement in operational efficiency and profitability will be prioritized to counteract potential dilution effects [9] Commitments from Major Stakeholders - The controlling shareholders and management have committed to ensuring the effectiveness of measures to mitigate the dilution of immediate returns [10][11]

Core Viewpoint - Zhejiang Zhongxin Fluorine Material Co., Ltd. has not faced any penalties from regulatory authorities in the last five years, but received a warning letter regarding internal control and disclosure issues [1][5]. Summary by Sections Regulatory Penalties - The company has not been penalized by the securities regulatory authorities or exchanges in the last five years [1]. Regulatory Measures and Rectification - The company received a warning letter from the Zhejiang Securities Regulatory Bureau, citing issues related to accounting policy changes at its wholly-owned subsidiary, Fujian Zhongxin Fluorine Material Gaobao Technology Co., Ltd. [2][3]. - The warning letter highlighted that the company failed to disclose changes in inventory cost accounting methods and did not follow the necessary review procedures [2]. - Additional issues included non-compliance in revenue, cost, and expense recognition, as well as inadequate internal controls [3]. - Key personnel, including the chairman and financial director, were held responsible for these violations and were issued warning letters [3]. Response and Improvement Measures - Following the warning letter, the company held board meetings to address the issues and approved a resolution to change the accounting policy in compliance with regulatory requirements [5]. - The company has committed to enhancing its legal and regulatory knowledge among its management and staff to ensure compliance and improve operational standards [5]. - No other regulatory measures have been issued against the company in the last five years apart from the warning letter [5].

Core Viewpoint - The company plans to issue shares to specific investors to raise up to RMB 226 million to enhance its capital strength, optimize its capital structure, and improve profitability and market competitiveness [1][4][19] Group 1: Background and Purpose of the Issuance - The new materials industry is a strategic and foundational sector, crucial for modern industrial systems, and has been receiving increased support from the government, leading to rapid development and significant market potential [1][2] - The issuance aims to meet the growing demand for fluorine fine chemicals in the new materials sector, which is experiencing rapid expansion due to technological breakthroughs and domestic production capabilities [3][4] Group 2: Use of Proceeds - The funds raised will be used to establish a production line for 2,000 tons of BPEF, a high-performance polymer material, which is expected to enhance the company's product offerings and market influence [3][4] - The issuance will also support the company's working capital needs, allowing for continued investment in research and development and capacity expansion [4][5] Group 3: Necessity and Feasibility of the Issuance - The issuance aligns with national industrial policies and the company's strategic planning, providing a feasible path to enhance its market position and risk resilience [4][6] - The company has established a complete industrial chain in fluorine fine chemicals, covering various applications, which supports the rationale for the issuance [3][4] Group 4: Securities and Pricing - The shares will be issued as RMB ordinary shares (A shares) with a par value of RMB 1.00, using a simplified procedure for specific investors [6][7] - The pricing will be based on the average trading price over the 20 trading days prior to the pricing date, ensuring compliance with regulatory requirements [7][8] Group 5: Impact on Shareholder Rights - The company has conducted an analysis of the potential dilution of immediate returns for existing shareholders and has proposed measures to mitigate this impact [16][18] - Commitments have been made by the company's management to ensure that the interests of shareholders, particularly minority investors, are protected throughout the process [18][19] Group 6: Conclusion - The issuance is deemed necessary and feasible, with a fair and reasonable plan that aligns with the company's development strategy and benefits all shareholders [19]

证券简称：中欣氟材 股票代码：002915 浙江中欣氟材股份有限公司 2025 年度以简易程序向特定对象发行 股票方案论证分析报告 二〇二五年七月 浙江中欣氟材股份有限公司 2025年度以简易程序向特定对象发行股票方案论证分析报告 浙江中欣氟材股份有限公司（以下简称"中欣氟材""公司"）为满足公司 经营战略的实施和业务发展的资金需求，进一步增强公司资本实力，优化资本结 构，提升盈利能力和市场竞争力，根据《中华人民共和国公司法》《中华人民共 和国证券法》和《上市公司证券发行注册管理办法》等有关法律、法规和规范性 文件的规定，公司拟以简易程序向特定对象发行股票，募集资金总额不超过人民 币 22,600.00 万元（含本数）。 （本论证分析报告中如无特别说明，相关用语具有与《浙江中欣氟材股份有 限公司 2025 年度以简易程序向特定对象发行股票预案》中相同的含义） 一、 本次发行的背景和目的 （一）本次发行的背景 1、国家重视新材料产业，产业政策为行业发展保驾护航 通过新材料领域相关政策的大力支持、技术创新的突破、企业实力的增强以 及产业布局的优化，国家、地方、企业、高校等共同推动了新材料产业的高质量 和可持续发展 ...