Audit Opinion - The audit report states that the financial statements of Shanghai Zijiang New Materials Technology Co., Ltd. fairly reflect its financial position as of March 31, 2025, December 31, 2024, and December 31, 2023, in accordance with accounting standards [1][2]. Key Audit Matters - Revenue recognition is identified as a key audit matter, with reported revenues of 155.35 million yuan, 623.42 million yuan, and 711.39 million yuan for the periods ending March 31, 2025, 2024, and 2023 respectively [1]. - The company’s main product is aluminum-plastic film, and there are inherent risks of management manipulating revenue recognition to meet specific targets [1]. - The audit procedures for revenue recognition included understanding internal controls, obtaining major contracts, and analyzing revenue and gross margin changes [1]. - Expected credit losses on accounts receivable are also a key audit matter, with balances of 306,580,745.47 yuan and 306,580,745.47 yuan as of March 31, 2025, and December 31, 2024 respectively [1]. - The management's assessment of expected credit losses involves significant judgment, and the audit procedures included evaluating the appropriateness of management's estimates and reviewing the aging of accounts receivable [1]. Management and Governance Responsibilities - The management is responsible for preparing financial statements that fairly reflect the company's financial position and for maintaining necessary internal controls to prevent material misstatements due to fraud or error [2]. - The governance layer is tasked with overseeing the financial reporting process [2]. Financial Reporting Basis - The financial statements are prepared based on the assumption of going concern, and the company has not identified any significant doubts regarding its ability to continue as a going concern [6][7]. - The financial statements comply with the relevant accounting standards and regulations, ensuring a true and complete reflection of the company's financial status [6][7]. Important Accounting Policies - The company has established specific accounting policies and estimates related to financial instruments, inventory, fixed assets, and income taxes, which are detailed in the financial statement notes [6][7]. - The accounting period is based on the calendar year, and the company uses the historical cost basis for measurement, with provisions for impairment where applicable [6][7].

Group 1 - The core transaction involves Shanghai Weitai Industrial Automation Co., Ltd. acquiring 51% of Shanghai Zijiang New Material Technology Co., Ltd. through cash payment, making Weitai the controlling shareholder of Zijiang New Material [1][2] - The transaction is classified as a major asset purchase and constitutes a related party transaction according to the Shenzhen Stock Exchange's regulations [1][2] - Huatai United Securities Co., Ltd. serves as the independent financial advisor for this transaction, confirming compliance with the relevant regulations regarding the hiring of third parties [2] Group 2 - The independent financial advisor has verified that there are no direct or indirect paid engagements with third parties in this transaction [2] - The listed company has engaged necessary intermediary institutions such as auditing and evaluation agencies, which are legally required for the transaction [2] - The independent financial advisor concludes that the transaction adheres to the guidelines set by the China Securities Regulatory Commission regarding the hiring of third parties in investment banking activities [2]

Group 1 - Shanghai Weitai Industrial Automation Co., Ltd. plans to acquire 51.00% equity of Shanghai Zijiang New Materials Technology Co., Ltd. through cash payment, involving the valuation of the entire equity of its shareholders [1][5][8] - The valuation report is prepared by Zhonglian Asset Appraisal Group (Zhejiang) Co., Ltd. and is based on the market value of the entire equity of Shanghai Zijiang New Materials Technology Co., Ltd. as of March 31, 2025 [5][6][8] - The valuation methods used include the asset-based approach and the income approach, with the income approach being selected as the final conclusion [6][8] Group 2 - As of the valuation date, the total assets of Shanghai Zijiang New Materials Technology Co., Ltd. amount to 110,780.32 million RMB, with total liabilities of 57,279.93 million RMB, resulting in net assets of 53,500.39 million RMB [17] - The company reported a revenue of 15,535.05 million RMB and a net profit of 1,012.26 million RMB for the first quarter of 2025 [17] - The company has established long-term stable partnerships with leading clients in the lithium battery industry, such as ATL and BYD, and is actively expanding into next-generation battery technology applications [18][19] Group 3 - Shanghai Zijiang New Materials Technology Co., Ltd. specializes in the research, production, and sales of multi-layer composite materials and lithium-ion battery films, positioning itself as a leading enterprise in the domestic aluminum-plastic film market [17][19] - The company has achieved significant technological advancements, with its core technology reaching international advanced levels, particularly in key performance indicators such as corrosion resistance and thermal sealing stability [18][19] - The company has a competitive advantage due to its ability to customize raw materials and production equipment, resulting in a gross profit margin higher than the industry average [19]

Group 1 - The transaction involves Shanghai Weitai Industrial Automation Co., Ltd. acquiring 51% of Shanghai Zijiang New Material Technology Co., Ltd. through cash payment, making Weitai the controlling shareholder of Zijiang New Material [1][2] - The transaction is classified as a major asset purchase and constitutes a related party transaction according to the Shenzhen Stock Exchange's regulations [1][2] - The independent financial advisor, Huatai United Securities, confirmed that the transaction does not constitute a restructuring listing as there has been no change in control of the listed company within the past 36 months [2]

Core Viewpoint - The transaction involves Shanghai Weitai Industrial Automation Co., Ltd. acquiring 51% of Shanghai Zijiang New Material Technology Co., Ltd. through cash payment, making Weitai the controlling shareholder of Zijiang New Material, which constitutes a significant asset purchase and related party transaction [1][2]. Group 1: Compliance with Regulations - The transaction complies with the relevant national industrial policies and environmental regulations, as the target company specializes in lithium battery aluminum-plastic film products, which are not classified as high-energy-consuming or high-pollution industries [2][3]. - The transaction does not require anti-monopoly review as it does not meet the concentration thresholds set by the State Council [4]. - The transaction is structured as a cash purchase, thus not involving the issuance of shares or fundraising, which means it does not fall under the provisions of Articles 43 and 44 of the Major Asset Restructuring Management Measures [10]. Group 2: Financial and Asset Valuation - The target company's market value was assessed at 1.1 billion yuan as of March 31, 2025, with the transaction price for the 51% stake set at approximately 545.86 million yuan, indicating a fair valuation [5]. - The transaction is expected to enhance the company's profitability and earnings per share, thereby improving its overall business structure and growth potential [7]. Group 3: Governance and Independence - The transaction is conducted in accordance with legal procedures, ensuring the protection of all shareholders' interests, particularly minority shareholders [6][9]. - The controlling shareholder and actual controller have committed to maintaining the independence of the company post-transaction, adhering to the "five separations" principle in operations [8].

Core Viewpoint - The company plans to transfer 27.89% of its stake in Shanghai Zijiang New Materials Technology Co., Ltd. to Shanghai Weitai Industrial Automation Co., Ltd. for RMB 298.52 million, while retaining a 31.05% stake post-transaction [1][2][3] Summary by Sections Transaction Overview - The company holds 58.94% of Zijiang New Materials and intends to transfer 16,562,301 shares, representing 27.89% of the total shares, to Weitai [2][3] - The transaction is classified as a related party transaction and does not constitute a major asset restructuring [1][2] - Approval from Weitai's shareholders and relevant regulatory bodies is required for the transaction to proceed [1][5] Financial Details - The valuation of Zijiang New Materials was assessed at RMB 1.1 billion, reflecting a net asset appreciation of RMB 564.996 million, with an appreciation rate of 105.61% [3][14] - The agreed transfer price of RMB 298.52 million is based on the assessed value, with a payment structure involving installments [3][23] Related Party Transaction - The transaction involves related parties, as Weitai is controlled by the same individual as the company, and there are no other significant related transactions in the past 12 months [2][6][8] - The company’s board approved the transaction with a majority vote, and independent directors reviewed it prior to the board meeting [5][27] Impact on Company - The transaction is expected to positively influence the company's net profit by approximately RMB 250 million for the fiscal year 2025 [26] - Post-transaction, Zijiang New Materials will no longer be included in the company's consolidated financial statements, clarifying the company's core business focus [26][27] Regulatory Compliance - The transaction must comply with relevant legal and regulatory requirements, including approvals from Weitai's shareholders and other necessary permits [5][27] - The company has ensured that the transaction adheres to market principles and does not harm the interests of shareholders [26]

Group 1 - The company *ST威尔 plans to acquire 30,298,300 shares of Shanghai Zijiang New Materials Technology Co., Ltd., representing 51.00% of its total share capital, for a cash payment of 546 million yuan [1] - Upon completion of the transaction, *ST威尔 will become the controlling shareholder of Zijiang New Materials [1] - Zijiang New Materials specializes in the research, production, and sales of aluminum-plastic films for soft-pack lithium batteries, operating within the manufacturing industry [1]

证券代码：600210 证券简称：紫江企业 公告编号：2025-021 上海紫江企业集团股份有限公司 关于转让控股子公司部分股权暨关联交易的公告 本公司董事会、全体董事及相关股东保证本公告内容不存在任何虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 交易简要内容：上海紫江企业集团股份有限公司（以下简称"本公司、公 司"或"紫江企业"）持有上海紫江新材料科技股份有限公司（以下简称"紫江新材" 或"标的公司"）58.94%股份。公司拟与上海威尔泰工业自动化股份有限公司（以 下简称"威尔泰"，证券代码：002058.SZ）签订《上海威尔泰工业自动化股份有 限公司与上海紫江企业集团股份有限公司关于上海紫江新材料科技股份有限公 司之股份转让协议》（以下简称"《股份转让协议》"），以人民币 29,851.59 万元 转让公司所持有的紫江新材 27.89%股份。交易后，公司仍持有紫江新材 31.05% 股份。 本次交易未达到股东大会审议标准。本次交易已于 2025 年 7 月 15 日经公司 第九届董事会第十四次会议审议通过。本次交易尚待威尔泰股东大会审议通过， 并获得 ...

上海紫江新材料科技股份有限公司 审 计 报 告 众环审字（2025）3600271号 目 录 审计报告 | 财务报表 | | | --- | --- | | 合并资产负债表 | 1 | | 合并利润表 | 3 | | 合并现金流量表 | 4 | | 合并股东权益变动表 | 5 | | 资产负债表 | 8 | | 利润表 | 10 | | 现金流量表 | 11 | | 股东权益变动表 | 12 | | 财务报表附注 | 15 | | 财务报表附注补充资料 | 124 | 起始页码 审 计 报 告 众环审字（2025）3600271 号 上海紫江新材料科技股份有限公司全体股东： 一、审计意见 我们审计了上海紫江新材料科技股份有限公司（以下简称"紫江新材"）财务报表，包括 2025 年 3 月 31 日、2024 年 12 月 31 日、2023 年 12 月 31 日的合并及公司资产负债表，2025 年 1-3 月、2024 年度、2023 年度的合并及公司利润表、合并及公司现金流量表、合并及公 司股东权益变动表以及相关财务报表附注。 我们认为，后附的财务报表在所有重大方面按照企业会计准则的规定编制，公允反映了 ...

本报告依据中国资产评估准则编制 上海威尔泰工业自动化股份有限公司拟以现金收购上 海紫江新材料科技股份有限公司 51.00%股权涉及 其股东全部权益价值评估项目 资 产 评 浙联评报字[2025]第 353 号 中联资产评估集团(浙江)有限公司 二〇二五年七月十五日 中国资产评估协会 资产评估业务报告备案回执 | 报告编码: | 3333040015202500439 | | --- | --- | | 合同编号: | 评2025263A | | 报告类型: | 法定评估业务资产评估报告 | | 报告文号: | 浙联评报字[2025]第353号 | | 报告名称: | 上海威尔泰工业自动化股份有限公司拟以现金收购上海紫江新材 料科技股份有限公司51.00%股权涉及其股东全部权益价值评估项 글 | | 评估结论: | 1,100,000,000.00元 | | 评估报告日: | 2025年07月15日 | | 评估机构名称: | 中联资产评估集团(浙江)有限公司 | | 签名人员: | 周斌 (资产评估师) 正式会员 编号:33170034 | | | 陈菲 (资产评估师) 正式会员 编号: 33220003 | ...