证券代码：300842 证券简称：帝科股份 公告编号：2025-034 无锡帝科电子材料股份有限公司 关于股东股份减持计划期限届满的公告 公司股东上海乾瀛投资管理有限公司－乾瀛价值成长 7 号私募证券投资基 金保证向本公司提供的信息内容真实、准确、完整，没有虚假记载、误导性陈述 或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 无锡帝科电子材料股份有限公司（以下简称"公司"或"帝科股份"）于 2025 年 2 月 26 日在巨潮资讯网（www.cninfo.com.cn）上披露了《关于持股 5% 以上股东减持股份的预披露公告》（公告编号：2025-003），公司股东上海乾瀛 投资管理有限公司－乾瀛价值成长 7 号私募证券投资基金（以下简称"乾瀛基金"） 计划自减持计划公告之日起 15 个交易日之后 3 个月内以集中竞价交易或大宗交 易的方式合计减持公司股份数量不超过2,110,500股，即不超过公司总股本的1.50% （如遇派息、送股、转增股本、配股等除权除息事项，上述拟减持股份数量将相 应进行调整，但减持股份占帝科股份总股本的比例不变）。 公司于 2025 年 3 月 28 ...

Investment Rating - The report assigns a "Buy" rating for the company, with a target price of 54.31 CNY based on a PE of 20 for 2025 [4][6]. Core Viewpoints - The company has established itself as a leading supplier of photovoltaic conductive pastes, with a focus on low-silver and high-copper paste solutions, which are expected to drive growth in the coming years [3][13]. - The transition from PERC to N-type TOPCon technology in 2024 presents a significant opportunity for the company, as it has a first-mover advantage in developing conductive pastes for this new technology [2][34]. - The company's revenue is projected to grow significantly, with estimates of 164 billion CNY in 2025 and 210 billion CNY in 2027, alongside a steady increase in net profit [4][64]. Financial Performance - The company reported revenues of 96 billion CNY in 2023, with a year-on-year growth of 155%, and is expected to reach 154 billion CNY in 2024, reflecting a 60% increase [1][4]. - The gross margin has remained stable around 10%, with net profit margins showing fluctuations, expected to be 3.9% in 2023 and 2.2% in 2024 [1][4]. - R&D expenses accounted for 3.2% and 3.1% of total revenues in 2023 and 2024, respectively, indicating a strong commitment to innovation [1][4]. Market Position and Strategy - The company is positioned to benefit from the ongoing shift in the photovoltaic conductive paste market, where domestic manufacturers are gaining market share from international players, with a projected market share of 82% by 2024 for leading domestic companies [2][30]. - The introduction of high-copper paste solutions is part of the company's strategy to reduce costs and improve efficiency in the photovoltaic industry, which is under pressure to lower production costs [3][40]. - The company has developed a unique low-silver metallization solution that combines seed layer paste with high-copper paste, which is expected to enhance its competitive edge in the market [3][51].

出品：新浪财经上市公司研究院 近日，帝科股份现金关联收购引发市场关注。 公告显示，公司拟以现金6.96亿元收购浙江索特材料科技有限公司（以下简称浙江索特或标的公司） 60%的股权。交易完成后，浙江索特将成为公司的控股子公司，公司将通过浙江索特控制原杜邦集团旗 下Solamet®光伏银浆业务。 此次交易对象主要为安吉拔萃股权投资基金合伙企业（有限合伙）以下简称（"安吉拔萃基金" ）、无 锡竹宇股权投资合伙企业（有限合伙）（ 以下简称（"无锡竹宇投资" ）、新沂汇瑾新能源创业投资合 伙企业（有限合伙）（ 以下简称（"新沂汇瑾投资" ）。 颇为意外的，公司帝科股份实控人并非此次交易对象，却对此次交易进行业绩"兜底"。即公司公告称， 基于保护上市公司和中小投资者的利益考虑，公司控股股东、实际控制人之一史卫利先生自愿对浙江索 特做出业绩补偿承诺，若目标公司于2025年度、2026年度及2027年度实现的经审计的净利润累计低于人 民币2.87亿元，史卫利将按照目标公司累计承诺净利润数和累计实现净利润数的差额以及上市公司本次 收购比例，对上市公司进行补偿。 文/夏虫工作室 核心观点：帝科股份现金收购为何实控人主动业绩兜底？ ...

Core Viewpoint - The company DiKe Co., Ltd. plans to acquire 60% of Zhejiang Suote Material Technology Co., Ltd. for a cash payment of 696 million yuan, aiming to enhance its industry layout and profitability through this acquisition [1][5]. Group 1: Acquisition Details - The acquisition involves a cash payment of 696 million yuan for 60% equity in Zhejiang Suote, which will become a subsidiary of DiKe [1][5]. - The total valuation of 100% equity in Zhejiang Suote is 1.163 billion yuan, representing an 80.30% premium [2][9]. - The performance commitment for Zhejiang Suote is to achieve a net profit of no less than 287 million yuan over the next three years [2][9]. Group 2: Financial Performance - In the first quarter of this year, DiKe reported revenue of over 4 billion yuan, a year-on-year increase of over 10%, but its net profit attributable to shareholders decreased by 80% [3][8]. - Zhejiang Suote is projected to achieve revenues of 1.261 billion yuan in 2023 and 3.553 billion yuan in 2024, with net profits of -12.56 million yuan and 50.91 million yuan respectively, indicating a turnaround in profitability [6][7]. - DiKe's revenue has shown consistent growth from 1.582 billion yuan in 2020 to 15.351 billion yuan in 2024, with significant year-on-year growth rates [8]. Group 3: Strategic Implications - The acquisition is expected to optimize DiKe's business layout and enhance its competitive edge through synergies with Zhejiang Suote's operations, particularly in the Solamet photovoltaic silver paste business [4][6]. - DiKe aims to strengthen its position in the domestic silver paste market, which has historically relied on international giants [7][8].

Core Viewpoint - The photovoltaic silver paste industry consolidation plan has resurfaced after four years, with Dike Co., Ltd. announcing a cash acquisition of 60% of Zhejiang Sote Materials Technology Co., Ltd. for 696 million yuan [1][2]. Group 1: Acquisition Details - Dike Co., Ltd. plans to acquire 60% of Zhejiang Sote for 696 million yuan, which is lower than the previous offer of 1.247 billion yuan for 100% ownership [5]. - The acquisition will be conducted entirely in cash, contrasting with the previous plan that involved issuing shares, thereby reducing uncertainties related to the acquisition process [6]. - The actual controller of Dike Co., Ltd. has made a profit commitment, ensuring that the target company achieves a cumulative audited net profit of no less than 287 million yuan over the next three years [6]. Group 2: Industry Context - The conductive silver paste is widely used in semiconductor manufacturing, particularly in photovoltaic and automotive sectors [2]. - Prior to 2017, the global conductive silver paste market was dominated by international chemical giants like DuPont and Heraeus, but domestic companies, including Dike Co., have gradually gained market share since then [2]. - The demand for silver paste has increased significantly due to the rising penetration of N-type batteries in the photovoltaic sector, creating a larger market opportunity for silver paste manufacturers [2]. Group 3: Solamet's Role - Solamet, a pioneer in the electronic paste industry, has been instrumental in the industrialization and technological upgrades of various high-efficiency battery technologies since its inception in 1983 [3]. - The company has maintained its R&D capabilities post-DuPont, achieving significant innovations such as the LECO solution for laser carrier injection metallization and developing low-solid content high-efficiency TOPCon back silver products [3]. - Solamet is currently focused on the R&D and mass production of conductive pastes for next-generation photovoltaic cells, including BC, HJT, and perovskite tandem cells, establishing a technological lead in these areas [3]. Group 4: Client Relationships - Solamet's major clients include well-known manufacturers such as JinkoSolar, LONGi Green Energy, JA Solar, and Hanwha Q CELLS, indicating its strong position in the market [4].

Core Viewpoint - The company, Dike Co., Ltd. (300842.SZ), has restarted its acquisition of silver paste assets after three years, planning to acquire 60% of Zhejiang Sote for 696 million yuan to gain control of the Solamet® photovoltaic silver paste business [2][7]. Group 1: Acquisition Details - Dike Co. plans to acquire 60% of Zhejiang Sote for 696 million yuan, making it a controlling subsidiary [7]. - The acquisition price represents a discount of approximately 10% compared to the previous valuation of 1.2816 billion yuan for 100% of Zhejiang Sote in 2021 [11]. - The funding for the acquisition will come from the company's own funds and financing through acquisition loans, with cash reserves reported at 2.595 billion yuan as of the end of Q1 [9]. Group 2: Strategic Objectives - One of the main objectives of the acquisition is to strengthen the company's patent layout in the silver paste field, addressing weaknesses in the research of photovoltaic silver paste industry mechanisms [5][12]. - The acquisition is expected to enhance the company's product system and support international expansion [12]. Group 3: Historical Context - Dike Co. previously attempted to acquire Zhejiang Sote in 2021 but terminated the deal due to changes in market conditions and failure to reach consensus with some transaction parties [4][10]. - The previous acquisition attempt was valued at 1.247 billion yuan for 100% of Zhejiang Sote, which was halted after regulatory investigations [10]. Group 4: Legal Background - Zhejiang Sote was involved in a patent lawsuit with another photovoltaic silver paste company, Juhe Materials, which was settled through a cross-licensing agreement [13][14]. - The patent in question was originally owned by DuPont and transferred to Zhejiang Sote, aligning with its acquisition of the Solamet® business [13].

Investment Rating - The report maintains a "Buy" rating for the company [8] Core Views - The company plans to acquire 60% of Zhejiang Suote for 696 million yuan, which will enhance its industry position and enrich its patent portfolio [8] - The acquisition is expected to strengthen the company's competitiveness, as Zhejiang Suote has established long-term partnerships with leading firms in the photovoltaic industry [8] - The estimated valuation for Zhejiang Suote is approximately 1.16 billion yuan, with a performance commitment of no less than 287 million yuan in net profit over three years [8] - The report forecasts the company's net profit for 2025-2027 to be 390 million, 520 million, and 670 million yuan respectively, with growth rates of 9%, 33%, and 28% [8] Financial Projections - Total revenue is projected to reach 15.35 billion yuan in 2024, with a year-on-year growth of 59.85% [8] - The company's diluted EPS is expected to be 2.54 yuan in 2024, increasing to 4.72 yuan by 2027 [8] - The P/E ratio is forecasted to be 16.17 in 2024, decreasing to 8.70 by 2027 [8]

Group 1: Acquisition and Strategic Intent - The company plans to acquire 60% of Zhejiang Suote Material Technology Co., Ltd. for RMB 696 million, which will not constitute a major asset restructuring [1] - Following the acquisition, Zhejiang Suote will become a subsidiary, allowing the company to control the former DuPont Group's Solamet photovoltaic silver paste business [1] - This acquisition aligns with national strategies for industrial integration and high-quality economic development, enhancing the company's competitive edge and knowledge base [1] Group 2: Performance Guarantees - The controlling shareholder, Mr. Shi Weili, voluntarily commits to performance compensation for Zhejiang Suote, ensuring that the cumulative audited net profit for 2025-2027 meets RMB 287 million [2] - This commitment reflects the shareholder's confidence in Zhejiang Suote's growth and demonstrates responsibility towards the interests of the listed company and minority investors [2] Group 3: Technological Advancements - Solamet has over 40 years of experience in the electronic paste industry and has pioneered the industrialization of N-type battery technology [3] - The introduction of Pb-Te-O patented glass material technology in 2011 has significantly improved solar cell efficiency by reducing contact and series resistance [3] - Solamet has been a leader in technological innovation, recently achieving industry-first solutions in laser carrier injection metallization (LECO) for TOPCon batteries [4] Group 4: Market Position and Product Development - Solamet is one of the few manufacturers with mature research capabilities in raw material performance mechanisms and product formulations, contributing to the industry's technological advancements [4] - The company is actively developing new battery technologies, including HJT, BC, and perovskite tandem cells, to maintain its competitive edge [5] - The acquisition will enable collaborative research and innovation, enhancing the company's product offerings and optimizing its product structure [5] Group 5: Financial Performance - In 2024, the company reported revenue of RMB 15.351 billion, a year-on-year increase of 59.85%, outperforming many peers [6] - The net cash flow from operating activities reached approximately RMB 939 million, reflecting significant improvements in profitability and operational efficiency [6] - The company sold 2,037.69 tons of photovoltaic conductive silver paste, with 89.10% of sales attributed to N-type TOPCon battery products, reinforcing its market leadership [6] Group 6: Semiconductor Business Growth - The semiconductor electronic business achieved revenue of RMB 14.1127 million in 2024, a year-on-year increase of 56.73% [7] - The company is developing high-reliability semiconductor packaging materials and enhancing market presence through partnerships and promotional events [7] - Continuous optimization of sales channels and professional training for the sales team are driving rapid growth in the semiconductor sector [7]

Core Viewpoint - The company plans to acquire a 60% stake in Zhejiang Suote Material Technology Co., Ltd. for 696 million yuan, which will make Zhejiang Suote a subsidiary of the company [1] Group 1: Transaction Details - The acquisition involves cash payment of 696 million yuan [1] - The transaction will be conducted with partners including Anji Bacu Equity Investment Fund Partnership, Wuxi Zhuyu Equity Investment Partnership, and Xinyi Huijin New Energy Venture Capital Partnership [1] - This transaction is classified as a related party transaction but does not constitute a major asset reorganization [1] Group 2: Approval Process - The transaction is subject to approval by the company's shareholders at a general meeting before implementation [1]

Group 1 - The company plans to acquire 60% equity of Zhejiang Suote Material Technology Co., Ltd. for a cash consideration of 696 million yuan [1] - Upon completion of the transaction, Zhejiang Suote will become a subsidiary of the company, allowing it to control the Solamet® photovoltaic silver paste business previously under DuPont [1]