证券代码：300554 证券简称：三超新材 公告编号：2025-048 南京三超新材料股份有限公司监事会 （以下简称"《注册管理办法》"）等有关法律法规、规范性文件以及《南京三超新 材料股份有限公司章程》（以下简称"《公司章程》"）的规定，南京三超新材料 股份有限公司（以下简称"公司"）监事会在全面了解和审核公司本次向特定对象 发行A股股票（以下简称"本次发行"）的相关文件后，发表书面审核意见如下： 对象发行A股股票的条件，具备向特定对象发行股票的资格。 相关法律、行政法规、部门规章及规范性文件的规定，有利于进一步加强公司的 持续经营能力，保障公司的长远发展，不存在损害公司及公司股东尤其是中小 股东利益的情形。 的论证分析报告》，本次发行具备必要性和可行性，发行方案公平、合理，符合相 关法律、法规的要求，符合公司发展战略，符合公司及全体股东利益。 用可行性分析报告》，我们认为公司本次发行募集资金的使用符合法律法规和相关 政策的规定，具有可行性，不存在损害公司及公司股东尤其是中小股东利益的情 形。 用情况的专项报告》，该报告内容真实、完整，不存在虚假记载、误导性陈述和 重大遗漏，前述报告已经天衡会计师事务所（特 ...

Meeting Information - The company will hold its first extraordinary general meeting of shareholders for 2025 on August 20, 2025, at 13:30 [1] - The meeting will include both on-site and online voting options for shareholders [2][6] - Shareholders must register by August 15, 2025, to be eligible to attend and vote [2][5] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system or the internet voting system [2][11] - Only one voting method can be chosen, and duplicate votes will be disregarded [2] - Specific procedures for online voting are provided, including identity verification requirements [11] Agenda Items - The meeting will discuss several proposals, including the issuance of A-shares to specific targets and related transactions [4][5] - All proposals require a special resolution, needing at least two-thirds approval from attending shareholders [5] - Related shareholders must abstain from voting on proposals involving related transactions [5] Registration and Attendance - All shareholders have the right to attend the meeting and can appoint proxies to vote on their behalf [5][6] - Specific documentation is required for both individual and corporate shareholders to register [5][6] - Shareholders wishing to speak at the meeting must indicate their intent and key points in advance [7]

Core Viewpoint - The financial advisor, Huatai United Securities, has conducted a thorough review of the equity change report for Nanjing Sanchao New Materials Co., Ltd, confirming the authenticity, accuracy, and completeness of the disclosed information, and asserting that the equity change aims to enhance the company's management and competitiveness in its industry [1][5][6]. Group 1: Financial Advisor's Review - The financial advisor has verified that the information provided in the detailed equity change report is true, accurate, and complete, with no false records or significant omissions found [5][6]. - The advisor has conducted due diligence and is confident that their professional opinions align with the content of the disclosure documents [2][5]. - The advisor emphasizes that their review does not constitute investment advice and that they bear no responsibility for any investment decisions made based on their opinions [2][5]. Group 2: Purpose of Equity Change - The equity change is aimed at acquiring control of the listed company, with the acquirer, Wuxi Boda He Yi Technology Co., Ltd, expressing confidence in the company's core business and future prospects [6][12]. - The acquirer plans to enhance the operational and management capabilities of the listed company, thereby improving its competitive edge and supporting long-term healthy development [6][12]. Group 3: Share Transfer Details - The share transfer will occur in two phases, with the first phase involving the acquisition of 10,250,000 shares at a price of 24.52 RMB per share, totaling approximately 147.12 million RMB [12][19]. - The second phase will involve the transfer of an additional 8,735,384 shares, with the price to be determined based on market conditions at the time of transfer [19][22]. - Following the completion of the first phase, the controlling shareholder will change to Wuxi Boda He Yi, with the actual controller being Liu Jingqi [19][22]. Group 4: Financial Status of the Acquirer - Wuxi Boda He Yi Technology Co., Ltd was established in March 2023, with a registered capital of 50 million RMB, and is primarily engaged in technology services and investment activities [7][8]. - The financial data for Wuxi Boda He Yi shows total assets of approximately 344.92 million RMB and a net profit of around 40.02 million RMB for the first half of 2025 [14][15]. Group 5: Future Plans and Governance - The acquirer has no immediate plans to significantly alter the main business of the listed company within the next 12 months, but will ensure compliance with legal requirements for any future changes [22][23]. - Post-equity change, the acquirer intends to recommend qualified candidates for the board of directors and senior management positions in accordance with relevant laws and regulations [23][24].

本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 司"）股东邹余耀、刘建勋与无锡博达合一科技有限公司（以下简称"博达合一"）、 无锡博达新能科技有限公司签署了《关于南京三超新材料股份有限公司之股份转让 协议》，并分别与博达合一签署了《表决权放弃协议》，公司与博达合一签署了《附 条件生效的股份认购协议》，就博达合一取得公司控制权事宜达成约定，第一期交 割及表决权放弃完成后，公司控股股东变更为博达合一，实际控制人变更为柳敬麒。 向特定对象发行A股股票事项的相关议案。董事会编制的《南京三超新材料股份有 限公司2025年度向特定对象发行A股股票预案》（以下简称"预案"）已于2025年8 月5日在指定信息披露媒体及深圳证券交易所网站（www.szse.cn）披露，敬请投资者 注意查阅。 本次预案的披露不代表审批机关对于公司本次向特定对象发行A股股票相关事 项的实质性判断、确认、批准或注册。本次预案所述向特定对象发行A股股票相关事 项的生效和完成尚需经公司股东大会审议通过、通过深圳证券交易所发行上市审核 并获得中国证监会同意注册的批复。敬请广大投资者注意投资风险。 证券代码 ...

Fundraising Plan - The company plans to raise a total of up to RMB 250 million through a private placement of shares, which will be used to supplement working capital and repay bank loans after deducting related issuance costs [1][2][3] - The board of directors has the authority to determine or adjust the specific use of the raised funds within the scope authorized by the shareholders' meeting [1] Necessity and Feasibility of Fundraising - The company aims to become a leading supplier of precision superhard material products in China, with a mission to surpass international advanced technology [1][2] - The company is facing cash flow pressure due to short-term fluctuations in the photovoltaic business and needs to enhance its financial strength to support long-term sustainable development [2] - The proportion of long-term loans to total assets has decreased by 15.98% over the past three years, indicating an increasing reliance on bank loans and growing repayment pressure [2] Impact on Company Operations and Financial Status - The fundraising will help optimize the capital structure, reduce financial costs, and enhance the company's risk resistance capabilities, which is crucial for long-term sustainable development [5][6] - After the issuance, the total assets and net assets of the company will increase, further strengthening its financial position and improving the asset-liability structure [5][6] Conclusion on Feasibility of Fundraising - The use of raised funds aligns with the company's strategic development plan and complies with relevant laws and regulations, demonstrating both necessity and feasibility [5][6]

Core Viewpoint - Nanjing Sanchao Advanced Materials Co., Ltd. plans to issue 12,475,049 A shares to a specific entity, Bodao He Yi Technology Co., Ltd., to raise funds for working capital and repay bank loans, amidst a challenging photovoltaic industry environment [1][9][10]. Group 1: Issuance Details - The issuance will not exceed 30% of the company's total share capital prior to the issuance [1][18]. - The issuance price is set at 20.04 RMB per share, which is not less than 80% of the average trading price over the previous 20 trading days [2][20]. - The total amount to be raised is capped at 250 million RMB, which will be used entirely for working capital and loan repayment [3][21]. Group 2: Industry Context - The photovoltaic industry is experiencing a supply-demand imbalance, leading to declining profits and excess capacity [8][9]. - The industry is transitioning towards high-quality development, focusing on technological innovation and cost control to navigate the downturn [8][9]. Group 3: Company Strategy - The company emphasizes research and development as a core driver for sustainable growth, aiming to enhance product quality and diversify its offerings [9][10]. - The funds raised will help optimize the company's business layout and strengthen its market competitiveness [10][11]. Group 4: Control Changes - Following the issuance, Bodao He Yi will increase its shareholding to 24.83%, becoming the controlling shareholder, while the actual controller will be Liu Jingqi [14][22]. - The control change is structured to maintain governance stability and operational efficiency [10][14]. Group 5: Financial Health - The company has been increasingly reliant on bank loans, which has raised financial costs and impacted profitability [10][11]. - The issuance aims to improve the financing structure and reduce financial burdens, thereby enhancing profitability and risk resilience [10][11]. Group 6: Regulatory Compliance - The issuance plan requires approval from the shareholders' meeting and regulatory bodies, including the Shenzhen Stock Exchange and the China Securities Regulatory Commission [1][23]. - The company has already obtained necessary approvals from its board and supervisory committee [22][23].

Group 1 - The core viewpoint of the article is that Nanjing Sanchao New Materials Co., Ltd. plans to issue shares to a specific entity, Wuxi Boda He Yi Technology Co., Ltd., to raise funds for operational liquidity and debt repayment, amidst a challenging photovoltaic industry environment [1][2][3] - The photovoltaic industry is experiencing a transition towards high-quality development, with companies focusing on technological innovation and cost control to navigate the downturn [2][3] - The company’s main product, electroplated diamond wire, faces increased competition and declining prices due to overcapacity and market dynamics [2][3] Group 2 - The purpose of the issuance is to supplement working capital and repay bank loans, which will enhance the company's operational flexibility and market competitiveness [2][3][4] - The company aims to optimize its capital structure and reduce financial costs through this issuance, thereby improving profitability and risk resistance [3][5] - The issuance will also solidify the control of Wuxi Boda He Yi over the company, enhancing governance stability and decision-making efficiency [3][4][6] Group 3 - The issuance will involve 12,475,049 A-shares at a price of 20.04 RMB per share, which is not lower than 80% of the average trading price over the previous 20 trading days [8][11] - The issuance process complies with relevant regulations and has been approved by the company's board, with necessary disclosures made [9][13] - The company has committed to using the raised funds effectively and has established a management system for the funds to ensure compliance with legal requirements [19][20] Group 4 - The potential dilution of immediate returns due to the issuance is acknowledged, with measures in place to mitigate this risk and enhance future profitability [17][20] - The company plans to improve operational efficiency and financial management to enhance overall profitability in the coming years [18][20] - The commitment from Wuxi Boda He Yi to support the company’s governance and operational integrity is emphasized, ensuring alignment with shareholder interests [21][22]

Summary of Key Points Core Viewpoint - Nanjing Sanchao New Materials Co., Ltd. is undergoing a change in control, which has led to a temporary suspension of its stock trading to ensure fair information disclosure and protect investor interests [1][2]. Group 1: Suspension and Resumption of Trading - The company's stock was suspended from trading on July 31, 2025, due to the planned change in control [1]. - The stock is set to resume trading on August 5, 2025 [2]. Group 2: Share Transfer Agreement - A share transfer agreement has been signed with Boda He Yi, where Boda He Yi will acquire a total of 18,985,384 shares from existing shareholders, representing 14.22% of the company's total shares [1]. - The first phase of the share transfer involves Boda He Yi acquiring 6,000,000 shares from shareholder Zou Yuyao (5.25% of total shares) and shares from Liu Jianxun (8.97% of total shares) [1]. Group 3: Voting Rights Waiver - Zou Yuyao has agreed to waive all voting rights for his remaining shares for a period of 60 months after the first phase of the transfer [1]. - Liu Jianxun has permanently waived all voting rights for his remaining shares [1]. Group 4: Future Steps and Conditions - The share transfer and voting rights waiver are part of a larger plan that includes a conditional share subscription agreement with Boda He Yi [1]. - The completion of the share transfer is subject to several conditions, including approval from the shareholders' meeting and regulatory authorities [3].

Core Viewpoint - Nanjing Sanchao New Materials Co., Ltd. plans to issue A-shares to a specific entity, Wuxi Boda He Yi Technology Co., Ltd., which will acquire control of the company through a share transfer agreement [1][2]. Group 1: Equity Change Overview - The share transfer involves Wuxi Boda He Yi acquiring a total of 18,985,384 shares from existing shareholders, resulting in a change of controlling shareholder to Boda He Yi and actual controller to Liu Jingqi [2]. - After the completion of the share issuance, Boda He Yi's shareholding will increase from 16.62% to 24.83% [2]. Group 2: Subscription Object Information - Wuxi Boda He Yi Technology Co., Ltd. is the subscription entity, registered in Wuxi with a legal representative named Liu Jingqi [2]. - The company engages in technology services, development, consulting, and investment activities [2]. Group 3: Business and Financial Overview of Boda He Yi - Boda He Yi operates as a holding platform, primarily through its subsidiary Boda New Energy, which specializes in photovoltaic components [3]. - As of June 30, 2025, Boda He Yi reported total assets of 344.92 million yuan and net assets of 166.44 million yuan, with a debt-to-asset ratio of 51.74% [4]. - The company generated operating revenue of 184.32 million yuan and a net profit of 40.02 million yuan for the first half of 2025, reflecting a net asset return rate of 24.05% [4].

Core Viewpoint - The report outlines the equity change of Nanjing Sanchao New Materials Co., Ltd, detailing the transfer of shares and the relinquishment of voting rights by key stakeholders, Liu Jianxun and Zou Yuyiao, to Wuxi Boda He Yi Technology Co., Ltd, indicating a strategic shift in control and governance of the company [1][5][8]. Summary by Sections Section 1: Basic Information - The report is prepared in accordance with relevant Chinese laws and regulations, including the Company Law and Securities Law, ensuring compliance with disclosure requirements [1][2]. Section 2: Equity Change Details - As of the report date, Liu Jianxun holds 9,951,420 shares, representing 8.71% of the total shares. The equity change involves a total transfer of 18,985,384 shares to Boda He Yi, with the first phase involving 10,250,000 shares at a price of 24.52 CNY per share [6][8]. Section 3: Purpose of Equity Change - The purpose of the equity change is for Boda He Yi to gain control over the company, reflecting confidence in the company's core business and future prospects. This move is expected to enhance the company's competitiveness and support its long-term development [5][6]. Section 4: Voting Rights Arrangement - Following the first phase of the share transfer, Liu Jianxun will relinquish all voting rights permanently, while Zou Yuyiao will forfeit voting rights for 60 months, after which 50% of his voting rights will be restored [7][19]. Section 5: Future Plans - There are no plans for further share increases or decreases by Liu Jianxun in the next 12 months, aside from the agreed transactions. The second phase of the share transfer is expected to be completed by June 30, 2026 [6][8]. Section 6: Financial Terms - The financial terms of the first phase include a total payment of 251,330,000 CNY, with specific amounts allocated to each seller. The second phase will have a price not lower than the market price at the time of transfer [12][14]. Section 7: Governance Changes - Post-transfer, Boda He Yi will have the right to appoint new board members and management, ensuring a shift in governance aligned with its strategic objectives [22][23]. Section 8: Compliance and Legal Obligations - Both parties are required to comply with legal obligations for information disclosure and share transfer procedures, ensuring transparency and adherence to regulatory standards [27][30].