上纬新材: 上纬新材详式权益变动报告书（修订稿）

Core Viewpoint - The report details the equity changes involving Shanghai ZhiYuan HengYue Technology Partnership and Shanghai ZhiYuan New Creation Technology Equipment Partnership, focusing on their acquisition of shares in Shangwei New Materials Technology Co., Ltd. [1][2] Summary by Sections Section 1: Information Disclosure Obligors - The information disclosure obligors are Shanghai ZhiYuan HengYue Technology Partnership and Shanghai ZhiYuan New Creation Technology Equipment Partnership, both located at 2388 XiuPu Road, Shanghai [1][2]. - The nature of the equity change is an increase in shares through a contractual transfer [1]. Section 2: Legal Compliance - The report complies with the relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The equity change has been approved by the company's second extraordinary general meeting in 2025 and requires compliance confirmation from the Shanghai Stock Exchange [2]. Section 3: Equity Structure - The report outlines the equity structure of the information disclosure obligors, including their partners and capital contributions [5][18]. - ZhiYuan HengYue has a total capital contribution of 202,000 RMB, while ZhiYuan New Creation has a contribution of 156,908.4 RMB [18]. Section 4: Purpose of Equity Change - The purpose of the equity change is to gain control over Shangwei New Materials, with a focus on sustainable development and enhancing shareholder value [23]. - The obligors recognize the long-term value of the company and aim to leverage technological innovation to improve operations [23]. Section 5: Future Plans - The obligors plan to continue increasing their shareholding in the company through a partial tender offer, with a specified number of shares to be acquired [24]. - There are commitments regarding the lock-up period for the shares acquired, ensuring stability in ownership post-acquisition [26]. Section 6: Shareholding Changes - Following the equity change, the obligors will collectively hold 120,968,182 shares, representing 29.99% of the total share capital of Shangwei New Materials [27]. - ZhiYuan HengYue will hold 100,800,016 shares (24.99%), while ZhiYuan New Creation will hold 2,400,900 shares (0.60%) [27][28].