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].

Core Viewpoint - The company plans to issue shares to a specific entity, Fuhua Chemical, which is its controlling shareholder, to raise funds for digital transformation and marketing initiatives, while this transaction is classified as a related party transaction and does not constitute a major asset restructuring [1][2][6]. Group 1: Overview of Related Transactions - The company intends to raise funds through a share issuance to Fuhua Chemical at a price of 6.31 RMB per share, with a total fundraising amount not exceeding 1,144.247 million RMB [2][6]. - The issuance will involve a maximum of 181,338,685 shares, representing no more than 30% of the company's total share capital prior to the issuance [8][14]. - The transaction is subject to approval from the company's board of directors, shareholders, and regulatory bodies [16]. Group 2: Information on the Related Party - Fuhua Chemical is the controlling shareholder of the company, holding 56.32% of its shares through various subsidiaries [4][5]. - The company operates in the chemical industry, focusing on the development and application of chemical products, including glyphosate and its formulations [4][5]. - Fuhua Chemical reported total assets of 1,344.052 million RMB and a net profit of 602.712 million RMB for the year ending December 31, 2024 [5]. Group 3: Purpose and Impact of the Transaction - The primary purpose of the share issuance is to support the company's digital transformation and marketing network construction, enhancing operational efficiency and market competitiveness [12][13]. - The funds raised will be allocated to digital upgrades, marketing initiatives, and working capital, which are expected to improve the company's core competitiveness and financial structure [13][14]. - The transaction will not alter the company's main business or its existing asset structure, ensuring that Fuhua Chemical remains the controlling shareholder post-issuance [14]. Group 4: Approval Process - The board of directors has reviewed and approved the related party transaction, with independent directors also endorsing the share issuance plan [15][16]. - The transaction requires further approval from the shareholders' meeting and regulatory authorities before implementation [16].

业顾问。 证券代码：603333 证券简称：尚纬股份 尚纬股份有限公司 二〇二五年七月 尚纬股份有限公司 2025 年度向特定对象发行股票预案 发行人声明 记载、误导性陈述或重大遗漏。 证券发行注册管理办法》等法律、法规及规范性文件的要求编制。 本次向特定对象发行股票引致的投资风险，由投资者自行负责。 均属不实陈述。 质性判断、确认、批准或核准，本预案所述本次向特定对象发行股票相关事项的生效和 完成尚需公司股东会审议通过、上海证券交易所审核通过并经中国证监会同意注册后方 可实施。 尚纬股份有限公司 2025 年度向特定对象发行股票预案 特别提示 本部分所述词语或简称与本预案"释义"所述词语或简称具有相同含义。 通过。根据相关法律法规的规定，本次发行尚需公司股东会审议通过、上海证券交易所 审核通过并经中国证监会同意注册后方可实施。 方式认购公司本次向特定对象发行的股票。本次发行构成关联交易，公司将严格遵照法 律法规以及公司内部规定履行关联交易的审批及披露程序。 二次会议的决议公告日，发行价格为 6.31 元/股，不低于定价基准日前 20 个交易日公司 股票交易均价的 80%（定价基准日前 20 个交易日股票交易 ...