Core Viewpoint - Nanjing San Chao New Materials Co., Ltd. is undergoing a significant change in control as the major shareholder, Zou Yuyiao, has been progressively releasing pledged shares, indicating a shift in ownership to Wuxi Boda He Yi Technology Co., Ltd. [1][3][4] Share Pledge Release - Zou Yuyiao released 6 million shares from pledge, accounting for 14.66% of his holdings and 5.25% of the company's total shares [1] - This release is part of a broader trend, with Zou having released over 44% of his pledged shares in less than six months [2] Change of Control - The control of San Chao New Materials is set to change hands, with Zou Yuyiao and Liu Jianxun signing a share transfer agreement with Wuxi Boda He Yi [3] - Following the completion of the first phase of the share transfer, Boda He Yi will become the controlling shareholder, and Liu Jianxun will relinquish voting rights [4] Transaction Structure - The transaction is structured in three phases, starting with Boda He Yi acquiring 10.25 million shares at a price of 24.52 CNY per share, totaling approximately 251 million CNY [5] - Upon completion of the first phase, Boda He Yi will hold a controlling stake, with further share acquisitions planned by June 30, 2026 [6] New Ownership Background - The new controlling figure, Liu Jingqi, is a young entrepreneur from Wuxi, having founded Boda He Yi in 2023 after a successful career in the energy sector [8][9] - Boda He Yi's subsidiary, Boda New Energy, has maintained profitability despite challenges in the photovoltaic industry, reporting revenues of 2.163 billion CNY and a net profit of 395 million CNY in 2024 [9] Business Performance - San Chao New Materials has faced significant challenges, with a 27.49% decline in revenue in 2024, resulting in a net loss of 141 million CNY [10] - The company reported a 41% decline in revenue for the first three quarters of 2025, with a net loss of approximately 19.34 million CNY, although the loss margin has narrowed compared to the previous year [10] - The company’s expenses have risen, with total expenses accounting for 25.22% of revenue in 2025, up 61.45% year-on-year [10] Emerging Business Segments - While traditional photovoltaic wire business has declined, the semiconductor business is emerging as a growth area, with revenue from precision diamond tools increasing by 67.54% in 2024 [11]

Core Viewpoint - The company SanChao New Materials (300554) is undergoing a potential change in control after 26 years of leadership by founder Zou Yuyao, amid declining performance, regulatory warnings, and executive turnover [2][10]. Group 1: Company Background - SanChao New Materials was founded in 1999 and has been listed on the Shenzhen Stock Exchange since April 21, 2017, focusing on the research, production, and sales of diamond and cubic boron nitride tools [8]. - The company is recognized for its 78 patents and has received multiple awards for technological advancements, indicating its strategic value in the superhard materials industry [9]. Group 2: Financial Performance - The company's net profit has fluctuated significantly from 2020 to 2024, with figures of 0.2 million, -0.75 million, 0.13 million, 0.27 million, and -1.41 million, indicating a sharp increase in losses in 2024 [12]. - In Q1 2025, the company reported a net loss of 6.26 million, a year-on-year decline of 267.5%, while the adjusted net loss was 7.93 million, reflecting a staggering drop of 429.4% [12]. - Revenue has also been on a downward trend, with figures of 406.5 million, 481 million, 348.8 million, and 50.4 million from 2022 to Q1 2025 [12]. Group 3: Management Changes - The company's CFO, Ji Kun, resigned abruptly on July 18, 2023, following a regulatory penalty related to his role as an independent director at another company [5][15]. - The resignation of a key financial officer raises concerns about corporate governance as the company approaches a potential change in control [18]. Group 4: Regulatory Issues - SanChao New Materials and its founder received regulatory warnings in November 2024 for failing to disclose important contract developments and for improper management of raised funds [20]. - The company was penalized for not timely disclosing the termination of a contract with Nakamura Superhard and for not managing raised funds in a dedicated account [21][22].