尚纬股份: 尚纬股份有限公司收购报告书

Core Viewpoint - The acquisition involves Fuhua Tongda Chemical Co., Ltd. purchasing shares of Shangwei Co., Ltd. through a private placement, which will increase Fuhua's stake to over 30%, triggering a mandatory tender offer obligation, unless exempted by the shareholders' approval [3][17]. Group 1: Acquisition Details - Fuhua Tongda plans to subscribe for up to 181,338,685 shares at a price of 6.31 RMB per share, with a total subscription amount not exceeding 1,144,247,102.35 RMB [11][16]. - Following the acquisition, Fuhua Tongda's shareholding will increase from 25.35% to 42.21%, maintaining its status as the controlling shareholder of Shangwei [18][10]. - The acquisition is subject to approval from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [3][19]. Group 2: Financial and Operational Background - Fuhua Tongda reported total assets of 1,344,052.07 million RMB and net assets of 372,473.69 million RMB as of December 31, 2024 [8]. - The company has a diversified business model, focusing on mineral resource development and chemical product applications, with key products including glyphosate and its formulations [8][19]. - Fuhua Tongda has not faced any administrative or criminal penalties in the last five years, indicating a stable compliance record [8]. Group 3: Future Plans and Governance - The acquisition aims to enhance Fuhua's control and decision-making capabilities over Shangwei, ensuring long-term strategic stability [9][19]. - There are no immediate plans to change the current board or senior management of Shangwei, but future adjustments may occur based on operational needs [19][20]. - The company intends to modify the articles of association related to registered capital and share capital following the completion of the private placement [19].