| 股票代码：300655 | 股票简称：晶瑞电材 | 上市地点：深圳证券交易所 | | --- | --- | --- | | | 债券简称：晶瑞转 | | | 债券代码：123124 | 2 | | 晶瑞电子材料股份有限公司 发行股份购买资产暨关联交易报告书 （草案）摘要（修订稿） | 交易对方名称 | 住所 | | --- | --- | | 湖北长江（潜江）产业投资基金合伙 企业（有限合伙） | 潜江市园林办事处章华南路 号 34 | | 国家集成电路产业投资基金二期股份 | 北京市北京经济技术开发区景园北街 2 号 52 幢 7 | | 有限公司 | 层 701-6 | | 厦门闽西南弘盛科创基金合伙企业 | 厦门市翔安区大嶝街道环嶝北路 98 号 2 楼 202 室 | | （有限合伙） | 之十 | | 深圳市国信亿合新兴产业私募股权投 | 深圳市罗湖区清水河街道清水河社区清水河一路 | | 资基金合伙企业（有限合伙） | 112 号罗湖投资控股大厦塔楼 2 座 901 | 独立财务顾问 二〇二五年十一月 发行股份购买资产暨关联交易报告书（草案）摘要 声明 一、上市公司声明 本公司及全体董事、监 ...

Core Viewpoint - The company plans to acquire a 76.0951% stake in Jingrui (Hubei) Microelectronics Materials Co., Ltd. through a share issuance, involving stakeholders such as Hubei Changjiang and the National Integrated Circuit Fund Phase II [1] Group 1 - The company received an inquiry letter from the Shenzhen Stock Exchange on June 17, 2025, regarding the acquisition [1] - On August 28, the company disclosed the restructuring report and related documents [1] - The restructuring report has been revised to update intermediary statements, interpretations, significant matter alerts, financial data, issuance price, and quantity, while also refining some expressions without affecting the transaction plan [1]

Core Insights - CMP cleaning solution is a critical material in semiconductor manufacturing, ensuring nanometer-level cleanliness and enhancing chip yield and reliability [1][2] - The global semiconductor wet electronic chemicals market is projected to reach $5.5 billion in 2024 and exceed $6.6 billion by 2028, with China's CMP cleaning solution market expected to grow from approximately 1.3 billion yuan in 2024 to 1.91 billion yuan by 2028 [1][8] CMP Cleaning Solution Industry Overview - CMP cleaning solution is essential for removing impurities from wafer surfaces, directly impacting subsequent processes like lithography and etching [2][4] - The cleaning process accounts for over 30% of the total steps in chip manufacturing, making it the largest single operation [4] Industry Chain of CMP Cleaning Solution in China - The upstream materials include organic solvents, acid/base solutions, surfactants, and chelating agents, with increasing domestic production reducing reliance on imports [4] - Midstream companies like Anji Technology and Jianghua Micro are breaking international monopolies and achieving domestic substitution [4] - The downstream market is driven by strong demand in integrated circuit manufacturing and advanced packaging, creating a positive feedback loop of "demand-research-application" [4] Market Demand and Growth - The integrated circuit manufacturing sector is the largest consumer of CMP cleaning solutions, with significant growth driven by advancements in technology and production capacity [6] - The advanced packaging market is expected to exceed 110 billion yuan by 2025, with a compound annual growth rate of 25.6%, significantly boosting the demand for specialized CMP cleaning solutions [7] Competitive Landscape - The CMP cleaning solution industry in China is characterized by intense competition between international giants and domestic companies [8] - International leaders like Entegris and Fujifilm dominate the high-end market, while domestic firms like Anji Technology are rapidly catching up through technological advancements and market expansion [8][10] Future Development Trends - The industry will focus on technological upgrades, domestic substitution, and green intelligent transformation [12] - There will be a shift towards high-precision, customized formulations to meet the complex cleaning requirements of advanced semiconductor processes [12] - Domestic companies are expected to enhance their supply chain autonomy by developing core raw materials locally, reducing dependency on foreign brands [13] - The trend towards environmentally friendly and intelligent production processes will drive the industry towards high-quality and high-value development [14]

Core Viewpoint - The stock of Jingrui Electronic Materials has shown significant performance, with a year-to-date increase of 72.60% and a recent rise of 5.24% over the last five trading days, indicating strong market interest and potential growth in the semiconductor and new energy sectors [1][2]. Financial Performance - For the period from January to September 2025, Jingrui Electronic Materials achieved a revenue of 1.187 billion yuan, representing a year-on-year growth of 11.92%. The net profit attributable to shareholders reached 128 million yuan, marking an extraordinary increase of 19,202.65% compared to the previous year [2]. - Cumulatively, the company has distributed 248 million yuan in dividends since its A-share listing, with 117 million yuan distributed over the last three years [3]. Shareholder and Market Activity - As of September 30, 2025, the number of shareholders for Jingrui Electronic Materials increased to 111,400, a rise of 19.81% from the previous period. The average number of tradable shares per shareholder decreased by 10.67% to 9,585 shares [2]. - The stock's trading activity showed a net inflow of 2.0043 million yuan from major funds, with significant buying and selling activity from large orders [1]. Business Overview - Jingrui Electronic Materials, established in November 2001 and listed in May 2017, specializes in high-purity chemicals, photoresists, lithium battery materials, and other products, serving industries such as semiconductors and new energy [1]. - The company's main revenue sources include high-purity chemicals (58.69%), photoresists (13.79%), and lithium battery materials (13.68%) [1].

Group 1 - The semiconductor equipment sector is experiencing a high growth phase, driven by dual benefits from domestic policies and increasing demand for mid-to-high-end equipment from large wafer fabs [3] - The semiconductor equipment ETF (561980) has seen significant inflows, with a net inflow of nearly 75 million yuan in a single day and a total of 3.77 billion yuan year-to-date, indicating strong investor interest [1] - The semiconductor equipment ETF has increased by 43.72% year-to-date, ranking third among 31 primary industries, only behind non-ferrous metals and communications [1] Group 2 - Capital expenditures for leading internet companies in China and the U.S. are expected to grow rapidly, with projections of $430.6 billion (+65%) in 2025 and $602 billion (+40%) in 2026, supporting future demand for computing chips [2] - The domestic storage manufacturers are expected to contribute significantly to wafer fab capital expenditures next year, which will drive demand for semiconductor equipment and materials [2] Group 3 - The semiconductor equipment sector is expected to maintain high growth rates over the next three years, driven by increased domestic production and demand, with a focus on enhancing localization rates [3] - The top ten constituents of the semiconductor equipment ETF account for over 78% of the index, focusing on key players in the chip industry chain [4]

Market Overview - On November 19, the SMIC concept stock sector declined by 0.87%, with Hanbell Precise Machinery leading the drop [1] - The Shanghai Composite Index closed at 3946.74, up 0.18%, while the Shenzhen Component Index closed at 13080.09, unchanged [1] Stock Performance - Notable gainers in the SMIC concept stock sector included: - Guoji Precision Engineering (002046) with a closing price of 29.45, up 3.92% [1] - Shanghai Xinyang (300236) at 55.39, up 2.78% [1] - Jingrui Electric Materials (300655) at 15.67, up 2.69% with a trading volume of 846,500 shares and a transaction value of 1.324 billion [1] - Conversely, Hanbell Precise Machinery (002158) saw a significant decline of 6.39%, closing at 22.55 [2] - Other notable decliners included: - Taiji Industry (600667) down 5.27% [2] - Beijing Junzheng (300223) down 3.55% [2] Capital Flow - The SMIC concept stock sector experienced a net outflow of 1.346 billion from institutional investors, while retail investors saw a net inflow of 1.097 billion [2][3] - Key stocks with significant capital flow included: - Jingrui Electric Materials (300655) with a net inflow of 111 million from institutional investors [3] - New Lai Materials (300260) with a net inflow of 85.44 million [3] - Guoji Precision Engineering (002046) with a net inflow of 85.25 million [3]

Core Viewpoint - The photoresist sector has experienced a short-term surge, with Huarong Chemical rising over 10%, and other companies such as Yake Technology, ChipSource Micro, New Lai Materials, Jiaxian Co., and Jingrui Electric Materials also seeing increases [1] Group 1 - Huarong Chemical's stock price increased by more than 10% [1] - Other companies in the photoresist sector, including Yake Technology, ChipSource Micro, New Lai Materials, Jiaxian Co., and Jingrui Electric Materials, also experienced stock price increases [1]

Group 1 - The company, Jingrui Electric Materials (300655), responded to investor inquiries on November 18, indicating that details regarding its main business products can be found in the company's periodic reports [1]

Core Points - The chairman of the company, Mr. Li Kuan, plans to reduce his shareholding by up to 174,000 shares, representing 0.0162% of the total share capital, through legal means such as centralized bidding and block trading [1] - The company's director and general manager, Mr. Hu Jiankang, intends to reduce his shareholding by up to 365,000 shares, accounting for 0.0340% of the total share capital, during the same reduction period [1] - The company's financial director, Mr. Gu Youlou, plans to reduce his shareholding by up to 17,000 shares, which is 0.0016% of the total share capital, also through centralized bidding [2] Summary by Category - **Shareholding Reduction Plans** - Mr. Li Kuan will reduce his holdings by a maximum of 174,000 shares [1] - Mr. Hu Jiankang will reduce his holdings by a maximum of 365,000 shares [1] - Mr. Gu Youlou will reduce his holdings by a maximum of 17,000 shares [2] - **Reduction Period** - The reduction period for all three executives is from December 9, 2025, to March 8, 2026, excluding any legally prohibited periods [1][2]

Group 1 - The chairman of Jingrui Electric Materials, Mr. Li Xuan, plans to reduce his shareholding by up to approximately 170,000 shares, accounting for 0.0162% of the total share capital, during the period from December 9, 2025, to March 8, 2026 [1] - The company's director and general manager, Mr. Hu Jiankang, intends to reduce his shareholding by up to approximately 360,000 shares, representing 0.034% of the total share capital, within the same reduction period [1] - The financial director, Mr. Gu Youlou, plans to reduce his shareholding by up to approximately 17,000 shares, which is 0.0016% of the total share capital, also during the specified reduction period [1] Group 2 - As of the report, Jingrui Electric Materials has a market capitalization of 17 billion yuan [2]