Group 1 - The core viewpoint of the article is that Shanghai fashion giant Ribo Fashion plans to acquire a 71% stake in Sichuan Indele Material Technology Group and raise matching funds, which will make Indele a subsidiary of Ribo Fashion [1][5] - Ribo Fashion's main business has been struggling due to economic downturns, increased competition, and rising costs, prompting the company to seek a second growth curve by entering the lithium battery adhesive industry [5][6] - Ribo Fashion's performance in 2024 showed a decline, with revenue of 866 million yuan, a year-on-year decrease of 15.68%, and a net profit loss of 159 million yuan, but it is expected to turn profitable in the first half of 2025 with a projected net profit of 35 million to 42 million yuan [6] Group 2 - Indele is a leading company in the lithium battery materials sector, focusing on the research, production, and sales of lithium battery adhesives, and is the first in the industry to specialize in PAA-type water-based adhesives [8] - According to GGII statistics, Indele holds a market share of 49% in the domestic PAA lithium battery adhesive market in 2024, with strong customer resources including major lithium battery manufacturers like BYD and CATL [8] - Indele's financial performance shows revenues of 503 million yuan, 638 million yuan, and 317 million yuan for 2023, 2024, and the first five months of 2025 respectively, with net profits of 181 million yuan, 204 million yuan, and 130 million yuan for the same periods [8]

Group 1 - The core point of the news is that Ribo Fashion Group Co., Ltd. has submitted a major asset restructuring application to acquire 71% of the shares of Sichuan Yindile Material Technology Group Co., Ltd., which has been accepted by the Shanghai Stock Exchange [1] - The transaction will not lead to a change in control of Ribo Fashion and does not constitute a restructuring listing as per the relevant regulations [1] - Yindile is a leading company in the lithium-ion battery adhesive market, with a market share of 49% in the PAA adhesive segment for lithium batteries in China, and projected net profits of 181 million yuan and 204 million yuan for 2023 and 2024 respectively [1] Group 2 - The cross-industry restructuring will diversify Ribo Fashion's business, creating a dual main business model of "apparel + lithium battery adhesive," which is expected to enhance profitability and core competitiveness [2] - The acquisition of Yindile is anticipated to support Ribo Fashion's sustainable growth and transformation in the context of technological innovation and industrial upgrading [2]

Core Viewpoint - The company is progressing with a major asset restructuring plan to acquire a 71% stake in Indele Materials Technology Group, a leading player in the lithium-ion battery adhesive market, which is expected to enhance its business portfolio and profitability [1][3]. Group 1: Transaction Details - The restructuring plan involves issuing shares and cash to acquire the stake in Indele, with the application formally accepted by the Shanghai Stock Exchange [1]. - The independent financial advisor confirmed that the transaction will not change the actual control of the company, which remains with Liang Feng [1]. - The valuation of Indele's total equity is set at 2 billion yuan, reflecting an increase of 1.019 billion yuan compared to the net assets attributable to the parent company [1]. Group 2: Market Position and Financial Performance - Indele holds a 49% market share in the domestic lithium battery PAA adhesive market, indicating its strong competitive position [2]. - The projected net profits for Indele are 181 million yuan in 2023 and 204 million yuan in 2024, showcasing its growth potential [2]. - The lithium battery industry is expected to expand significantly over the next decade, driven by technological advancements and increasing demand from electric vehicles and energy storage [2]. Group 3: Strategic Implications - The acquisition aims to diversify the company's business model, creating a dual focus on "apparel + lithium battery adhesives," which is anticipated to enhance core competitiveness and profitability [3]. - The restructuring is seen as a strategic move to achieve sustainable growth and transformation in the context of technological innovation and industry upgrades [3].

Group 1 - Shanghai Ribao Information Technology Co., Ltd. has been established with a registered capital of 2 million yuan [1] - The legal representative of the company is Wang Weiping [1] - The business scope includes technology services, advertising design and agency, information consulting services, and various retail and wholesale activities [1] Group 2 - The company is wholly owned by Ribao Fashion [1]

天眼查App显示，近日，上海日播信息科技有限公司成立，法定代表人为王卫平，注册资本200万人民 币，由日播时尚实业（上海）有限公司全资持股。 企业名称上海日播信息科技有限公司法定代表人王卫平注册资本200万人民币国标行业信息传输、软件 和信息技术服务业>软件和信息技术服务业>软件开发地址上海市松江区茸阳路98号1幢3层301室企业类 型有限责任公司（非自然人投资或控股的法人独资）营业期限2025-7-31至无固定期限登记机关松江区 市场监管局 序号股东名称持股比例1日播时尚实业（上海）有限公司100% 经营范围含技术服务、技术开发、技术咨询、技术交流、技术转让、技术推广；广告设计、代理；广告 制作；信息咨询服务（不含许可类信息咨询服务）；企业管理咨询；互联网销售（除销售需要许可的商 品）；服装服饰批发；服装服饰零售；鞋帽批发；鞋帽零售；针纺织品销售；箱包销售。（除依法须经 批准的项目外，凭营业执照依法自主开展经营活动） 来源：金融界 ...

Group 1 - The company plans to issue shares and pay cash to acquire 71% equity of Sichuan Yindile Material Technology Group Co., Ltd. and raise supporting funds for this restructuring [1][2] - The Shanghai Stock Exchange has accepted the application for the restructuring, confirming that the application documents are complete and comply with legal requirements [1] - The restructuring is subject to approval from the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission, which introduces uncertainty regarding the approval timeline [2] Group 2 - The company will continue to advance the restructuring process and fulfill information disclosure obligations in accordance with relevant laws and regulations [2] - All information regarding the restructuring will be disclosed through the company's designated information disclosure media [2]

证券代码：603196 证券简称：日播时尚 公告编号：2025-050 本次重组尚需履行的决策和审批程序，包括但不限于本次重组经上海证券交 易所审核通过并获中国证监会注册。本次重组方案在取得有关主管部门的批准、 审核通过或同意注册前，不得实施。本次重组能否取得上述批准、审核通过或同 意注册，以及最终取得批准、审核通过或同意注册的时间均存在不确定性。 公司将继续推进本次重组的相关工作，并严格按照有关法律、法规的要求履 行信息披露义务，所有信息均以在公司指定信息披露媒体刊登的公告为准。敬请 广大投资者关注后续公告，注意投资风险。 特此公告。 日播时尚集团股份有限公司董事会 2025 年 7 月 24 日 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 交易的申请文件 获得上海证券交易所受理的公告 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相应的法律责任。 日播时尚集团股份有限公司（以下简称"公司"）拟发行股份及支付现金购 买四川茵地乐材料科技集团有限公司 71%股权并募集配套资金（以下简称"本次 重组"）。 本公司于 2025 年 ...

Core Viewpoint - The acquisition of 71% stake in Yindile by Ribor Fashion for 1.42 billion yuan is seen as a crucial move to improve its financial situation amidst declining performance, with Yindile showing strong profitability [1][2] Group 1: Acquisition Details - Ribor Fashion plans to purchase 71% of Yindile for a total consideration of 1.42 billion yuan, funded through a combination of cash and share issuance [1] - The acquisition is structured as a linked transaction, meaning that if one part fails to receive approval, the other will also not proceed [1] - The valuation of Yindile's total equity is estimated at 2.005 billion yuan, significantly exceeding Ribor Fashion's total assets of 1.037 billion yuan [2] Group 2: Financial Performance - Ribor Fashion reported a net loss of 159 million yuan in 2024, with revenue also declining, highlighting the urgency of the acquisition [1] - Yindile's net profit was 181 million yuan in 2023, projected to grow to 204 million yuan in 2024, indicating a strong financial performance that could benefit Ribor Fashion [1] Group 3: Strategic Implications - The acquisition is part of a broader strategy by Liang Feng, the controlling shareholder, to integrate lithium battery adhesive assets into Ribor Fashion, creating a dual business model of "apparel + lithium battery" [1] - Liang Feng's indirect ownership of 29% of Yindile through Purtai raises questions about potential backdoor listing implications [2] Group 4: Risks and Considerations - The transaction is expected to generate goodwill of 640 million yuan, which poses a risk of impairment if Yindile fails to meet performance targets, potentially impacting Ribor Fashion's financial health [2] - Historical precedents indicate that companies often experience significant performance declines post-acquisition, necessitating caution from investors [2]

Company Overview - The company, originally named Shanghai Ribao Apparel Co., Ltd., was established on April 25, 2002, and is headquartered in Songjiang District, Shanghai [1] - The company's unified social credit code is 91310000738505304H, and its registered address is No. 98, Rongyang Road, Songjiang District, Shanghai [1] Business Operations - The company operates in various sectors including clothing design, manufacturing, wholesale and retail of apparel, non-medical masks production, and sales, among others [2] - The main business activities focus on the design, production, and sales of clothing and accessories [2] Acquisition Details - The company plans to acquire a 71% stake in Sichuan Yindile Material Technology Group Co., Ltd. through a combination of issuing shares and cash payment [2][3] - The valuation of Yindile is set at RMB 2,005 million, with the transaction price for the 71% stake being RMB 1,420 million, comprising RMB 1,161 million in shares and RMB 259 million in cash [3] Financial Aspects of the Transaction - The share issuance price is set at RMB 7.18 per share, which is not less than 80% of the average trading price over the previous 60 trading days [3] - The number of shares to be issued is 161,699,158, representing 40.56% of the total share capital post-issuance [3] - The company will also issue shares to its controlling shareholder, Liang Feng, at a price of RMB 7.79 per share to raise additional funds for the cash payment [4] Yindile Company Profile - Sichuan Yindile was established on October 18, 2007, with a registered capital of RMB 72 million, focusing on lithium-ion battery materials and related technologies [4] - The company is located in Pengshan Economic Development Zone, Sichuan Province [4] Financial Reporting - The pro forma consolidated financial statements include the company and its 21 subsidiaries, as well as Yindile and its 3 subsidiaries [5] - The financial statements are prepared based on the assumption that the acquisition was completed on January 1, 2023, and include the operating results of the acquired assets for the years 2023, 2024, and the first five months of 2025 [6]

Audit Opinion - The audit report concludes that the financial statements of Sichuan Yindile Material Technology Group Co., Ltd. fairly present the financial position and operating results for the periods ending December 31, 2023, December 31, 2024, and May 31, 2025, in accordance with accounting standards [1][2]. Key Audit Matters - Revenue recognition is identified as a key audit matter due to the inherent risk of management manipulating revenue recognition to meet specific targets. The audit procedures included testing internal controls, examining sales contracts, and confirming balances with major customers [1][2][3]. Financial Performance - For the period of January to May 2025, the company reported total operating revenue of approximately 317.27 million yuan, an increase from 503.47 million yuan in 2023 and 637.55 million yuan in 2024 [7][8]. - The net profit for the same period in 2025 was approximately 130.46 million yuan, compared to 181.16 million yuan in 2023 and 203.68 million yuan in 2024 [7][8]. Financial Position - As of May 31, 2025, the total assets of the company amounted to approximately 1.37 billion yuan, an increase from 1.29 billion yuan in 2024 and 1.00 billion yuan in 2023 [5][6]. - The total liabilities were approximately 254.30 million yuan as of May 31, 2025, compared to 303.82 million yuan in 2024 and 223.60 million yuan in 2023 [5][6]. Cash Flow Analysis - The net cash flow from operating activities for the period of January to May 2025 was negative 4.55 million yuan, contrasting with positive cash flows of 69.15 million yuan in 2023 and 133.91 million yuan in 2024 [9]. - The cash and cash equivalents at the end of May 2025 were approximately 292.21 million yuan, down from 306.87 million yuan at the end of 2024 [9].