Sou Hu Cai Jing·2025-07-09 00:17Core Viewpoint - The controlling shareholder of Upwind New Materials is set to change to Zhiyuan Hengyue, a holding platform established by Zhiyuan Robotics' parent company, indicating a strategic shift in ownership and potential growth opportunities for the company [1][17]. Group 1: Share Transfer Details - Upwind New Materials announced that Zhiyuan Hengyue will acquire 24.99% of its shares from SWANCOR Samoa at a price of 7.78 yuan per share, totaling 9.41 billion yuan [8][10]. - Following the share transfer, Zhiyuan Hengyue and Zhiyuan New Creation will collectively hold 29.99% of Upwind New Materials' shares and corresponding voting rights [8][12]. - The shareholding structure will change significantly, with SWANCOR Samoa's stake decreasing from 64.02% to 38.43% after the transfer [9]. Group 2: Future Plans and Financial Commitments - Zhiyuan Hengyue plans to further increase its stake in Upwind New Materials by acquiring an additional 37% of shares through a tender offer at the same price of 7.78 yuan per share, amounting to 11.61 billion yuan [10][12]. - The controlling stake of Zhiyuan Hengyue in Upwind New Materials could rise to 66.99% post-tender offer completion [12]. - SWANCOR Samoa and other parties have committed to ensuring that Upwind New Materials achieves a net profit of no less than 60 million yuan for the years 2025, 2026, and 2027, with a non-GAAP net profit of at least 80 million yuan [19]. Group 3: Company Background and Performance - Upwind New Materials, listed on the STAR Market since September 28, 2020, specializes in the research, production, and sales of new materials, becoming a leading supplier of environmentally friendly corrosion-resistant resins [19]. - In 2024, Upwind New Materials reported a net profit of 88.68 million yuan, a year-on-year increase of 25.01%, and a non-GAAP net profit of 80.35 million yuan, up 20.34% from the previous year [20].