上纬新材料科技股份有限公司关于收到要约收购报告书的提示性公告

Core Viewpoint - The announcement details a partial tender offer by Shanghai Zhiyuan Hengyue Technology Partnership (Limited Partnership) to acquire shares of Shangwei New Materials Technology Co., Ltd., aiming to enhance control over the company and recognize its long-term value in the A-share market [2][9]. Group 1: Tender Offer Details - The acquirer, Zhiyuan Hengyue, plans to purchase 149,243,840 shares, representing 37.00% of the total share capital of Shangwei New Materials, at a price of RMB 7.78 per share [4][21]. - The tender offer period is set from September 29, 2025, to October 28, 2025, lasting for 30 calendar days [18][26]. - If the number of shares tendered is less than or equal to the planned acquisition amount, the acquirer will purchase all tendered shares; if more, the purchase will be on a pro-rata basis [4][11]. Group 2: Share Transfer Agreements - On July 8, 2025, several share transfer agreements were signed, resulting in Zhiyuan Hengyue and its affiliates acquiring 29.99% of Shangwei New Materials' shares prior to the tender offer [3][25]. - SWANCOR Samoa has committed to irrevocably tender 135,643,860 shares, accounting for 33.63% of the total shares, as part of the tender offer [5][12]. Group 3: Financial Aspects - The total maximum funding required for the tender offer is RMB 1,161,117,075.20, with 20% of this amount already deposited as a performance guarantee [17][21]. - The tender offer price of RMB 7.78 per share is consistent with the price paid in previous share transfer agreements, ensuring compliance with regulatory pricing requirements [14][16]. Group 4: Strategic Intent - The acquirer aims to strengthen its control over Shangwei New Materials and enhance the company's sustainable development, particularly benefiting minority shareholders [9][10]. - The tender offer is not intended to terminate the listing status of Shangwei New Materials, and the acquirer will work with other shareholders to address any potential issues with share distribution post-acquisition [7][10].