关于安孚科技发行股份及支付现金购买资产并募集配套资金暨关联交易之独立财务顾问报告 华泰联合证券有限责任公司 关于安徽安孚电池科技股份有限公司 发行股份及支付现金购买资产 并募集配套资金暨关联交易 之 独立财务顾问报告 本独立财务顾问在充分尽职调查和内核的基础上，作出以下承诺： （注册稿） 独立财务顾问 签署日期：二〇二五年七月 1 关于安孚科技发行股份及支付现金购买资产并募集配套资金暨关联交易之独立财务顾问报告 独立财务顾问声明和承诺 华泰联合证券有限责任公司（以下简称"华泰联合"、"本独立财务顾问"） 接受安徽安孚电池科技股份有限公司（以下简称"安孚科技"、"上市公司"或 "公司"）委托，担任本次发行股份及支付现金购买资产并募集配套资金暨关联 交易（以下简称"本次交易"）的独立财务顾问，就该事项向上市公司全体股东 提供独立意见，并制作本独立财务顾问报告。 本独立财务顾问核查意见是依据《中华人民共和国公司法》《中华人民共和 国证券法》《上市公司重大资产重组管理办法》《上市公司并购重组财务顾问业 务管理办法》《公开发行证券的公司信息披露内容与格式准则第 26 号——上市 公司重大资产重组》《上市公司监管指引第 ...

证券代码：603031 证券简称：安孚科技 公告编号：2025-058 安徽安孚电池科技股份有限公司董事会 安徽安孚电池科技股份有限公司 关于发行股份及支付现金购买资产并募集配套资金 暨关联交易报告书（草案）（注册稿）修订说明的 公告 本公司董事会及全体董事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。 安徽安孚电池科技股份有限公司（以下简称"公司"、"上市公司"）拟以发 行股份及支付现金的方式购买宁波九格众蓝股权投资合伙企业（有限合伙）、袁 莉、华芳集团有限公司、张萍、钱树良和安徽金通新能源汽车二期基金合伙企业 （有限合伙）持有的安徽安孚能源科技有限公司（以下简称"标的公司"）31.00% 的股权；同时，公司拟向不超过 35 名特定对象发行股份募集配套资金（以下简 称"本次交易"）。 公司于 2025 年 7 月 4 日披露了《安徽安孚电池科技股份有限公司发行股份 及支付现金购买资产并募集配套资金暨关联交易报告书（草案）（上会稿）》（以 下简称"《草案（上会稿）》"）及相关文件，具体内容详见上海证券交易所网站 （www.sse.com.cn）披露 ...

股票代码：603031 上市地点：上海证券交易所 股票简称：安孚科技 安徽安孚电池科技股份有限公司 发行股份及支付现金购买资产并募集配套资金 暨关联交易报告书 （草案）（注册稿） | 交易类型 | | 项目 | 交易对方名称/姓名 | | --- | --- | --- | --- | | 发行股份及支付现 | | 购买安徽安孚能源科技 | 宁波九格众蓝股权投资合伙企业（有限合 | | | | | 伙） | | | | | 袁莉 | | | | | 华芳集团有限公司 | | 金购买资产 | 有限公司 | 31.00%股权 | 张萍 | | | | | 钱树良 | | | | | 安徽金通新能源汽车二期基金合伙企业 | | | | | （有限合伙） | | 募集配套资金 | 不超过 35 | 名特定对象 | | 独立财务顾问 二〇二五年七月 安徽安孚电池科技股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易报告书（草案） 声明 一、公司声明 本公司及全体董事、监事、高级管理人员保证本报告书及其摘要内容的真 实、准确、完整，对本报告书及其摘要的虚假记载、误导性陈述或重大遗漏负 相应的法律责任。 本公司 ...

股票代码：603031 上市地点：上海证券交易所 股票简称：安孚科技 安徽安孚电池科技股份有限公司 发行股份及支付现金购买资产并募集配套资金 暨关联交易报告书 （草案）（注册稿）摘要 | 交易类型 | | 项目 | 交易对方名称/姓名 | | --- | --- | --- | --- | | 发行股份及支付现 | | 购买安徽安孚能源科技 | 宁波九格众蓝股权投资合伙企业（有限合 伙） | | | | | 袁莉 | | | | | 华芳集团有限公司 | | 金购买资产 | 有限公司 | 31.00%股权 | 张萍 | | | | | 钱树良 | | | | | 安徽金通新能源汽车二期基金合伙企业 | | | | | （有限合伙） | | 募集配套资金 | 不超过 35 | 名特定对象 | | 独立财务顾问 二〇二五年七月 安孚科技 发行股份及支付现金购买资产并募集配套资金暨关联交易报告书（草案）摘要 声明 一、公司声明 本公司及全体董事、监事、高级管理人员保证本报告书及其摘要内容的真 实、准确、完整，对本报告书及其摘要的虚假记载、误导性陈述或重大遗漏负 相应的法律责任。 本公司控股股东、实际控制人及全体董事 ...

Group 1 - Anfu Technology has decided to terminate its joint venture project for sulfide all-solid-state batteries due to substantial risks arising from the freezing of the controlling shareholder's shares of Gao Neng Times [1] - The joint venture aimed to establish a new battery pilot platform and develop a 300MWh pilot production line for sulfide-based all-solid-state batteries, with four phased goals set for product sampling from 2026 to 2030 [1] - Anfu Technology is a leading alkaline battery manufacturer in China, with its subsidiary Nanfu Battery being one of the top three alkaline battery brands globally, facing challenges from the rapid adoption of lithium batteries [1] Group 2 - Lih湖股份 announced its exit from the joint venture with Gao Neng Times by transferring its 45.45% stake in Gao Neng Lih湖 for a nominal price of zero, following unsuccessful negotiations [2] - Gao Neng Lih湖 was established as a joint laboratory to develop industrialization technologies for all-solid-state sulfide batteries, but Gao Neng Times failed to fulfill its initial capital contribution obligations [3] - Lih湖股份 is an automotive parts supplier, primarily producing compressor housings and turbine housings, which are critical components of automotive power systems [3] Group 3 - Gao Neng Times, founded in July 2021, focuses on the research and industrialization of all-solid-state batteries and solid electrolytes, with significant backing from various investors [4] - The company completed over 55 million in angel financing in 2022 and established a research center for sulfide all-solid-state batteries in Zhuhai, followed by a Pre-A round financing in 2023 [4]

Core Viewpoint - Several companies have announced significant investments, acquisitions, and strategic partnerships, indicating a trend of expansion and diversification in various sectors, including technology, energy, and manufacturing [3][4][15][26]. Group 1: Investments and Acquisitions - Guizhou Moutai plans to establish a research institute with its controlling shareholder, contributing a total of 10 billion yuan in registered capital, with Moutai contributing 4.9 billion yuan for a 49% stake [3]. - GoerTek intends to acquire 100% of Hong Kong Mia and Changhong Limited for approximately 104 billion HKD (around 95 billion yuan), enhancing its capabilities in precision metal components [4][5]. - China Nuclear Power is set to invest 1 billion yuan in China Fusion Energy Company, aiming to strategically position itself in the nuclear fusion energy sector [15]. - Hunan YN plans to invest approximately 9.5 billion yuan in a lithium battery cathode material project in Malaysia, enhancing its market presence in Southeast Asia [16]. - Tianrun Industrial proposes to acquire 100% of Shandong Altai for 135 million yuan, focusing on automotive lightweight components [18]. - Kema Technology aims to purchase 73% of Suzhou Kaixin Semiconductor for 102 million yuan, expanding its product offerings in silicon carbide materials [24]. Group 2: Project Developments - Sichuan Chengyu is part of a consortium that has been pre-selected for the G5 Jingkun Expressway expansion project, with an estimated total investment of 285.48 billion yuan, where the company plans to contribute approximately 49.02 billion yuan [8]. - Zhejiang Fu Holdings' subsidiary is involved in the research and development of large-scale hydropower generator sets, with a focus on the Yarlung Tsangpo River downstream hydropower project [6]. Group 3: Financial Performance - Anfu Technology reported a net profit of 107 million yuan for the first half of 2025, marking a 14.38% increase year-on-year, driven by overseas alkaline battery business expansion [26]. - Jieput's net profit is expected to increase by 57.03% to 82.6% in the first half of 2025, benefiting from rising global laser demand [27]. - Microelectrophysiology anticipates a net profit increase of 76.34% to 105.73% for the same period, attributed to successful product launches in the cardiac electrophysiology field [29]. - Jiangling Motors reported a net profit of 733 million yuan for the first half of 2025, a decline of 18.17% year-on-year, despite a slight revenue increase [30].

Investment Focus - China Nuclear Power plans to invest 1 billion yuan in China Fusion Energy Co., acquiring a 6.65% stake, while the total investment in the company amounts to approximately 11.49 billion yuan from multiple investors [2] - Zhejiang Energy Power intends to invest 751 million yuan for a 5% stake in China Fusion Energy Co., as part of a broader strategy to enter the nuclear fusion energy sector [2] Corporate Announcements - Guizhou Moutai has contributed 490 million yuan to establish the Guizhou Moutai Brewery (Group) Science and Technology Research Institute, holding a 49% stake [4] - GoerTek plans to acquire 100% of Mia Precision Technology Co., Ltd. and Changhong Industrial Co., Ltd. for approximately 10.4 billion HKD, enhancing its capabilities in precision component manufacturing [4] Management Changes - Guoguang Electric announced that its director and general manager, Li Ning, has been placed under detention, with the chairman temporarily assuming his responsibilities [3] Financial Performance - Anfu Technology reported a net profit of 107 million yuan for the first half of the year, reflecting a year-on-year increase of 14.38% [19] Financing Activities - Guangdian Measurement plans to raise up to 1.3 billion yuan through a private placement to fund projects including a new generation AI chip testing platform [11] Shareholding Changes - Weisi Medical announced that Zhida Venture Capital intends to reduce its stake by up to 3% [12] - Geer Software is in the process of acquiring over 51% of Weipin Zhiyuan, a company specializing in intelligent orchestration platforms [9]

Group 1 - Guizhou Moutai announced an investment of 490 million yuan to establish the Guizhou Moutai Distillery (Group) Science and Technology Research Institute, with a focus on integrating research resources and enhancing core competitiveness in the liquor industry [1] - China Nuclear Power plans to invest 1 billion yuan in China Fusion Energy Co., which is a wholly-owned subsidiary of China National Nuclear Corporation, as part of a larger investment round totaling approximately 11.49 billion yuan [2] - Zhejiang Energy Power intends to invest 751 million yuan for a 5% stake in China Fusion Energy Co., joining other investors in a significant funding round aimed at advancing nuclear fusion technology [3] Group 2 - Guangsheng Nonferrous Metals announced that its wholly-owned subsidiary plans to publicly transfer a 3% stake in Guangdong Pearl River Rare Earth Co. for no less than 5.9764 million yuan, expecting to generate approximately 558,800 yuan in investment income [4] - Jinzhi Technology's controlling shareholder will change to Nanjing Zhidi, with a transfer of 64.1324 million shares, representing 16.01% of the total share capital [5] - Guangdian Measurement plans to raise up to 1.3 billion yuan through a private placement to fund various technology projects, including a new generation AI chip testing platform [6] Group 3 - Guanghe Technology is set to invest 30 million yuan to establish a venture capital fund focused on emerging industries, including humanoid robots and AI applications [7] - Geer Software intends to acquire over 51% of Weipin Zhiyuan, a leading digital transformation service provider, as part of its strategy to enhance its capabilities in data intelligence [9] - Goer Technology plans to acquire 100% of the shares of Hong Kong Lianfeng's subsidiaries for approximately 10.4 billion HKD, which have significant expertise in precision component manufacturing [10] Group 4 - Guoguang Electric announced that its director and general manager has been placed under detention, but the company maintains normal operations and control [11]

Group 1 - Guizhou Moutai plans to establish a research institute company with its controlling shareholder, Moutai Group, with a registered capital of 1 billion yuan, where Guizhou Moutai will contribute 490 million yuan for a 49% stake [3] - Zhejiang Fu Holdings' subsidiary focuses on the research, design, manufacturing, and service of large and medium-sized hydropower turbine generator sets, with a significant project in the Yarlung Zangbo River area currently in the early construction phase [4] - Geer Software intends to acquire over 51% of Shenzhen Weipin Zhiyuan Information Technology Co., a leading digital transformation service provider in China [5] Group 2 - Sichuan Chengyu is part of a consortium that is the first candidate for the G5 Jingkun Expressway expansion project, with an estimated total investment of approximately 28.55 billion yuan, and the company plans to invest 4.902 billion yuan [6] - Sichuan Road and Bridge's subsidiary is participating in the same G5 Jingkun Expressway project, holding a 4% stake, with a total project investment of 28.55 billion yuan [7] - Xining Special Steel confirmed that there are no undisclosed significant information after its stock price experienced unusual fluctuations [8] Group 3 - Sanbo Brain Science's chairman has had his detention lifted and is now under investigation, returning to work [9][10] - Anke Intelligent Electric reported no significant changes in its operating environment and plans to disclose its semi-annual report on August 26 [11] - Funeng Technology received a development notice from GAC Group for battery supply, indicating increased market recognition for its SPS battery products [12] Group 4 - China Nuclear Power plans to invest 1 billion yuan in China Fusion Energy Company, acquiring a 6.65% stake, as part of a forward-looking strategy in the nuclear fusion energy sector [13] - Anfu Technology reported a net profit of 107 million yuan for the first half of 2025, a year-on-year increase of 14.38% [15] - Jieput's net profit is expected to increase by 57.03% to 82.6% in the first half of 2025, driven by rising demand for laser devices [16] Group 5 - Microelectrophysiology anticipates a net profit increase of 76.34% to 105.73% in the first half of 2025, supported by strong overseas sales of its heart electrophysiology products [17] - Zhongman Petroleum signed a gas exploration and development contract in Algeria, with a 90% investment share in the Zerafa II block, which has an estimated gas resource of 109.257 billion cubic meters [20] - Guizhou Gas shareholders plan to reduce their holdings by up to 6% through various trading methods [22]

[Key Financial Data and Indicators](index=1&type=section&id=Item%20I.%202025%20Semi-Annual%20Key%20Financial%20Data%20and%20Indicators) The company's preliminary H1 2025 results show growth in revenue and net profit, a decline in basic EPS due to increased share capital, and a decrease in total assets with a slight rise in owners' equity 2025 Semi-Annual Key Financial Data and Indicators (Unit: CNY in 10,000s) | Item | Current Period | Prior Year Period | Change (%) | | :--- | :--- | :--- | :--- | | **Income Statement Items** | | | | | Total Operating Revenue | 242,767.42 | 231,258.84 | 4.98 | | Operating Profit | 56,445.50 | 51,864.98 | 8.83 | | Total Profit | 56,572.40 | 51,835.32 | 9.14 | | Net Profit Attributable to Shareholders of Listed Company | 10,654.60 | 9,314.69 | 14.38 | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) | 10,276.32 | 9,114.60 | 12.75 | | Basic Earnings Per Share (CNY) | 0.50 | 0.52 | -3.85 | | Weighted Average Return on Net Assets | 5.72% | 5.14% | 11.28 | | | **End of Current Period** | **Beginning of Current Period** | **Change (%)** | | **Balance Sheet Items** | | | | | Total Assets | 649,180.54 | 715,697.99 | -9.29 | | Owners' Equity Attributable to Shareholders of Listed Company | 189,167.80 | 183,579.61 | 3.04 | | Net Assets Per Share Attributable to Shareholders (CNY) | 8.96 | 8.70 | 2.99 | - The announcement states that the financial data presented in this report are preliminary calculations and unaudited, with final data subject to the company's 2025 semi-annual report[1](index=1&type=chunk)[6](index=6&type=chunk) [Explanation of Operating Performance and Financial Position](index=2&type=section&id=Item%20II.%20Explanation%20of%20Operating%20Performance%20and%20Financial%20Position) During the reporting period, the company's performance steadily improved, driven by the expansion of overseas alkaline battery business, with net profit growth outpacing revenue growth, while total assets decreased due to loan repayments and EPS declined due to increased share capital - The core driver of the company's performance growth was the proactive expansion of its overseas alkaline battery business, achieving significant results[5](index=5&type=chunk) - Basic earnings per share decreased by **3.85%** year-over-year, primarily due to the company's capital reserve transfer to share capital in April 2024, which increased total share capital[5](index=5&type=chunk) - Total assets at the end of the reporting period decreased by **9.29%** (a reduction of **CNY 66,517.44 in 10,000s**) compared to the beginning of the period, mainly due to the repayment of some bank loans during the period[5](index=5&type=chunk) [Risk Warning](index=2&type=section&id=Item%20III.%20Risk%20Warning) The company confirms no significant uncertainties affect the accuracy of this performance express report, but reminds investors that the data herein are preliminary and unaudited, with final figures subject to the official semi-annual report - The 2025 semi-annual key financial data contained in this announcement are preliminary calculations and have not been audited by an accounting firm, so investors are advised to be aware of investment risks[6](index=6&type=chunk)