记者丨赵云帆 编辑丨朱益民 近日，福达合金（603045.SH）公告关于重大资产购买暨关联交易进展。 在连续五次延期回复交易所针对福达合金的问询函后，公司终于宣布终止了对浙江光达电子科技有限公司（以下简称"光达电子"）股权 的收购。 诉讼压力——包括专利瑕疵背后光达电子难以预期的长期业务潜力，或成为了此次福达合金终止收购的导火索。 难以翻越的底层专利 根据帝科股份今年11月的公告，公司孙公司太阳帕斯特为"包含铅—碲—锂—钛—氧化物的厚膜浆料以及它们在制造半导体装置的用 途"（专利号为201180032359.1）发明专利的专利权人，浙江索特目前具备该专利的使用权及诉权。 而光达电子被诉诸法律的知识产权纠纷，即以涉嫌对上述专利的侵权为冲突焦点。 无奈放弃收购计划的背后，或许是一桩针对标的公司的专利诉讼。 今年9月，福达合金披露前述资产收购计划草案，拟以对价3.5亿现金，向温州创达、王中男、温州浩华等15名股东购买其所持有的光达电 子 52.61%的股权，成为光达电子的控股股东，并对光达电子进行并表。 然而，11月，光伏银浆企业帝科股份（300842.SZ）却公告，其控股子公司浙江索特材料科技有限公司（简称"浙江 ...

记者丨赵云帆 编辑丨朱益民 近日，福达合金（603045.SH）公告关于重大资产购买暨关联交易进展。 在连续五次延期回复交易所针对福达合金的问询函后，公司终于宣布终止了对浙江光达电子 科技有限公司（以下简称"光达电子"）股权的收购。 无奈放弃收购计划的背后，或许是一桩针对标的公司的专利诉讼。 今年9月，福达合金披露前述资产收购计划草案，拟以对价3.5亿现金，向温州创达、王中男、 温州浩华等15名股东购买其所持有的光达电子 52.61%的股权，成为光达电子的控股股东，并 对光达电子进行并表。 然而，11月，光伏银浆企业帝科股份（300842.SZ）却公告，其控股子公司浙江索特材料科技 有限公司（简称"浙江索特"）因侵害发明专利向光达电子提起诉讼并获受理。 业务上，帝科股份与福达合金收购标的光达电子均为光伏银浆行业企业，其产品覆盖光伏、 半导体、汽车电子银浆等。帝科股份此前通过收购浙江索特，获得后者享有的原杜邦光伏银 浆专利体系。 近日，帝科股份再度更新诉讼进度： 光达电子反诉浙江索特恶意提起知识产权诉讼并获受理 ——但同时光达电子就案件管辖权提出的异议却遭到法院驳回。 诉讼压力——包括专利瑕疵背后光达电子难以预 ...

Core Viewpoint - Fuda Alloy (603045.SH) announced the termination of its acquisition of Zhejiang Guangda Electronic Technology Co., Ltd. after multiple delays in responding to inquiries from the stock exchange, potentially influenced by a patent lawsuit involving the target company [2][4][8]. Group 1: Acquisition Details - Fuda Alloy planned to acquire 52.61% of Guangda Electronic for a cash consideration of 350 million yuan, aiming to become the controlling shareholder and consolidate Guangda's financials [4][7]. - The acquisition was initially disclosed in September, but faced scrutiny from the stock exchange regarding the rationale for the acquisition and the declining performance of the target [7][8]. Group 2: Legal Challenges - The acquisition faced complications due to a patent infringement lawsuit filed by Dike Co., Ltd. against Guangda Electronic, which was accepted by the court [4][6]. - Guangda Electronic counter-sued Dike, claiming the lawsuit was malicious, but the court rejected its jurisdiction objection [4][6][9]. - Fuda Alloy's management indicated that the patent lawsuit exceeded reasonable bounds and suggested potential commercial motives behind it [9][10]. Group 3: Patent Implications - The patent in question relates to a thick film paste used in semiconductor manufacturing, with broad claims that could impact Guangda Electronic's product offerings [11][17]. - Guangda Electronic's projected revenue from its photovoltaic silver paste products is significant, with expectations of high sales proportions in the coming years, but these projections may be at risk due to ongoing patent disputes [16][17]. - The patent involved has a protection period until 2031, which raises concerns about Guangda's future product viability and may have influenced Fuda Alloy's decision to terminate the acquisition [17].

Core Viewpoint - The recent legal disputes between Wuxi Dike Electronic Materials Co., Ltd. (Dike) and Zhejiang Guanda Electronic Technology Co., Ltd. (Guanda) have raised significant industry attention, particularly regarding intellectual property rights and the financial implications for Dike's subsidiary, Zhejiang Suote Material Technology Co., Ltd. (Suote) [2][3][4] Group 1: Legal Disputes - Guanda has filed a counterclaim against Suote, alleging "malicious initiation of intellectual property litigation" and is seeking 5 million yuan in damages along with a public apology [2][3] - The initial lawsuit was filed by Suote against Guanda for patent infringement, demanding 200 million yuan in compensation and cessation of the production and sale of infringing products [3][4] - Suote has also expanded its claims to include additional patent infringement related to another patent, indicating a proactive approach to protect its intellectual property [4] Group 2: Company Background and Financials - Dike's main products include crystalline silicon solar cell conductive pastes, which account for 74.86% of its revenue in the first half of the year [7] - Dike has faced significant financial pressure, with a reported revenue of 8.34 billion yuan in the first half of the year, a 9.93% increase year-on-year, but a 70.03% decline in net profit [7] - The company has recently acquired a 60% stake in Suote for 696 million yuan, aiming to control the photovoltaic silver paste business previously held by DuPont [5][6] Group 3: Industry Context - The photovoltaic silver paste industry is undergoing a structural adjustment, facing challenges such as increased competition and raw material price volatility, particularly with silver prices rising by nearly 65% this year [8] - The industry is shifting from "scale expansion" to "quality competition," with cost reduction and innovation becoming critical for survival [8]

Core Viewpoint - Juhe Materials (SH:688503) is planning to issue H-shares and list on the Hong Kong Stock Exchange to raise funds for its transformation into the semiconductor sector while facing challenges in its current photovoltaic silver paste business [1][2][17]. Group 1: Company Overview - Juhe Materials was established in 2015 and has quickly become the global leader in front silver paste, achieving a market share of 34.40% by 2023 [3][8]. - The company has faced a "growth without profit" dilemma, with revenue reaching 103 billion CNY in 2023 but a decline in net profit [9][10]. Group 2: Business Transformation - The company is shifting towards the semiconductor industry, specifically targeting the high-tech blank mask substrate market, which is currently dominated by Japanese suppliers [1][10][13]. - Juhe Materials plans to acquire SK Enpulse's blank mask business for approximately 3.5 billion CNY, indicating a strategic move to enhance its capabilities in the semiconductor sector [10][11][13]. Group 3: Financial Performance - In 2024, revenue is projected to reach 124.88 billion CNY, a 21% increase year-on-year, but net profit is expected to decline by 5.45% to 4.18 billion CNY [9][10]. - The company has seen a significant increase in debt, with total liabilities reaching 6.984 billion CNY, and a debt-to-asset ratio of 59.07% [15][16]. Group 4: Market Challenges - The photovoltaic silver paste industry is experiencing intense competition and price declines, impacting profit margins [9][10]. - Rising raw material costs, particularly silver, have further squeezed profit margins, with silver prices increasing by nearly 65% in 2023 [9][10]. Group 5: Future Outlook - The company aims to leverage the Hong Kong listing to secure funding for its strategic transformation and to address financial pressures from its current operations [15][17]. - The semiconductor blank mask market is projected to have a market space of approximately 4-5 billion CNY in 2024-2025, indicating potential growth opportunities for Juhe Materials [14][17].

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Core Viewpoint - Company is planning to issue H-shares and list on the Hong Kong Stock Exchange to enhance global development strategy and brand influence [1][2] Financial Performance - In the first half of 2025, company reported revenue of 6.435 billion yuan, a year-on-year decrease of 4.87%, and net profit attributable to shareholders of 181 million yuan, down 39.58% [2] - For the first three quarters of 2025, revenue reached 10.641 billion yuan, an increase of 8.29% year-on-year, while net profit was 239 million yuan, a decline of 43.24% [2] Strategic Initiatives - Company is optimizing business structure and entering new sectors, including a planned acquisition of SK Enpulse's blank mask business for 68 billion Korean won, with a direct or indirect investment ratio of at least 95% [3] - The acquisition aims to fill domestic gaps in semiconductor materials and expand high-quality customer resources in the semiconductor field [3] Market Position and Growth Potential - The cross-industry acquisition is part of the company's "photovoltaic + semiconductor" dual-drive strategy, reducing reliance on the photovoltaic sector and enhancing resilience against cyclical risks [4] - Company has demonstrated strong R&D capabilities in N-type battery technology, achieving mass production of various silver paste products for TOPCon and HJT technologies [4] Challenges and Long-term Outlook - Short-term pressures from intensified competition in the photovoltaic industry and the need for time to integrate new semiconductor materials may delay performance improvement [5] - The A+H listing plan is seen as a defensive measure against industry cycles while focusing on long-term strategic development [5]

Core Viewpoint - Fuda Alloy Materials Co., Ltd. is pursuing a transformation into the photovoltaic sector by planning to acquire a 52.61% stake in Zhejiang Guoda Electronics Technology Co., Ltd. for 352 million yuan, following a previous failed major asset restructuring attempt [1][2]. Group 1: Acquisition Details - The acquisition involves a cash purchase of 352 million yuan for a controlling stake in Guoda Electronics, which operates in the photovoltaic silver paste business [1]. - The Shanghai Stock Exchange has raised concerns regarding the high premium of the transaction and its compliance, particularly focusing on the strategic rationale behind entering the photovoltaic sector amid declining profit margins in the industry [2][3]. Group 2: Regulatory Concerns - The regulatory inquiry emphasizes the need for Fuda Alloy to clarify the rationale for the acquisition, especially given the declining gross margins of Guoda Electronics, which were reported at 7.41%, 6.26%, and 5.85% for 2023, 2024, and the first half of 2025, respectively [2][3]. - Concerns were also raised about the significant discrepancies in the valuation of Guoda Electronics, with historical share prices varying from 6.36 yuan to 13.08 yuan per share, and the overall transaction valuation being 670 million yuan, reflecting a 171.38% increase [4]. Group 3: Financial Performance - Fuda Alloy reported a revenue increase of 33.44% to 2.24 billion yuan in the first half of 2025, driven by higher sales volumes and rising raw material prices, yet the net profit decreased by 31.94% to 24.87 million yuan [5][8]. - The company’s cash flow from operating activities was negative at -169 million yuan, primarily due to increased inventory and accounts receivable, raising concerns about its financial health [8]. Group 4: Debt and Financial Ratios - Fuda Alloy's total assets were reported at 2.918 billion yuan with total liabilities of 1.924 billion yuan, resulting in a debt ratio of 65.93% [9]. - Following the acquisition, the company's debt ratio is expected to rise to 77.23%, increasing financial leverage and raising concerns about its ability to manage debt [9].

Core Insights - Fuda Alloy announced plans to acquire a 52.61% stake in Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, paying in cash [1] Financial Performance of Guangda Electronic - Guangda Electronic, a national high-tech enterprise, achieved revenues of 1.65 billion yuan, 2.68 billion yuan, and 1.41 billion yuan for the years 2023, 2024, and the first half of 2025 respectively, with net profits of 15.85 million yuan, 60.73 million yuan, and 26.53 million yuan [2] - The company's core products include photovoltaic silver paste covering various technology routes, with a highly concentrated customer base; the top five customers contributed 96.7% of revenue in the first half of 2025, with Tongwei Co., Ltd. accounting for 43.73% [2] Fuda Alloy's Strategic Transformation - In response to the slowing growth in the electrical contact materials industry, Fuda Alloy is pursuing a dual business model of "traditional manufacturing + new energy materials" through acquisitions [3] - The acquisition is expected to enhance the performance of Fuda Alloy's silver-based contact products by integrating Guangda Electronic's silver paste technology and optimizing raw material costs through its silver powder preparation process [3] Strategic Positioning in the Industry - Following the acquisition, Fuda Alloy will establish a dual business structure of "electrical contact materials + photovoltaic silver paste" [4] - If Guangda Electronic meets its performance commitment of 52.18 million yuan in 2025, Fuda Alloy's overall net profit is expected to increase significantly, indicating substantial valuation recovery potential [4] - This cross-industry merger exemplifies a low-risk, high-synergy transformation model for traditional manufacturing companies, highlighting the acceleration of Chinese manufacturing into high-end materials through capital operations [4]

Core Viewpoint - Fuda Alloy (603045.SH) has officially released a restructuring plan for the acquisition of 52.61% of Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, representing a premium of 2.71 times the valuation, transitioning the nature of the transaction from a "parent buying child" to an "internal integration under the same control" [2][3][4]. Group 1: Transaction Details - The acquisition price of 352 million yuan includes a significant premium of 2.71 times the assessed value of Guangda Electronic [2]. - The restructuring plan includes a performance commitment that Guangda Electronic must achieve a cumulative net profit of no less than 200 million yuan over three years (2025-2027) [2][8]. - The performance compensation is limited to two shareholders, with a maximum compensation amount of 74.85 million yuan, which is insufficient compared to the acquisition cost [2][6][8]. Group 2: Control and Governance - The actual controller of Guangda Electronic has changed to Wang Da Wu and Wang Zhong Nan, indicating a shift in the transaction's nature to "same control enterprise acquisition," which eliminates the risk of goodwill [4][6]. - Following the transaction, the Wang Da Wu family will hold a total of 84.48% of Guangda Electronic's shares, consolidating control [6]. Group 3: Industry Context - Fuda Alloy's main business is in electrical contact materials, while Guangda Electronic operates in the photovoltaic silver paste sector, indicating no direct industry overlap [9]. - The photovoltaic industry is currently experiencing a downturn, contrasting with the previous high demand, which raises questions about the strategic timing of this acquisition [9]. - The acquisition is seen as an attempt to create a second growth curve for Fuda Alloy, leveraging synergies in technology and customer resources [9].