证券代码：000973 证券简称：佛塑科技 公告编号：2025-43 佛山佛塑科技集团股份有限公司 关于延期回复《关于佛山佛塑科技集团股份有限公司发行股份 注册后方可实施。本次交易能否取得相关部门的审核或注册，以及最终取得审核 或注册的时间均存在不确定性。 公司将继续推进本次交易的相关工作，并严格按照有关法律、法规的要求履 行信息披露义务。《中国证券报》《证券时报》和巨潮资讯网（www.cninfo.com.cn） 为公司指定的信息披露媒体，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。 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 佛山佛塑科技集团股份有限公司（以下简称公司）拟通过发行股份及支付现 金的方式向袁海朝、北京华浩世纪投资有限公司等 102 名交易对方购买其合计所 持有的河北金力新能源科技股份有限公司 100%股份，并向公司控股股东广东省 广新控股集团有限公司发行股份募集配套资金（以下合称本次交易）。 公司于 2025 年 6 月 24 日收到深圳证券交易所出具的《关于佛山佛塑科技集 团 ...

Core Viewpoint - The acquisition of Jinli Co. by Foshan Plastics Technology is poised to be the largest merger in China's lithium battery separator industry, valued at over 5 billion RMB, but faces scrutiny from the Shenzhen Stock Exchange due to the stark contrast between Jinli's declining performance and optimistic profit commitments [1][3][7]. Summary by Sections Acquisition Details - Foshan Plastics Technology plans to acquire Jinli Co. for a total consideration of 5.08 billion RMB, with 4.68 billion RMB paid in shares and 400 million RMB in cash. The company also aims to raise up to 1 billion RMB from its controlling shareholder [1]. - This transaction significantly surpasses the previous record set by Enjie Co. in 2020, which was valued at 2.02 billion RMB [1]. Performance Concerns - Jinli Co.'s asset scale is approximately 2.5 times that of Foshan Plastics Technology, leading to market perceptions of a "snake swallowing an elephant" scenario [2]. - Jinli's net profit plummeted from 364 million RMB in 2022 to 135 million RMB in 2023, with projections indicating a loss of 91 million RMB in 2024 [3]. Profit Commitments - The acquisition proposal includes a performance commitment of achieving a total of 1.2 billion RMB in profits over the next three years, with specific targets of 230 million RMB in 2025, 360 million RMB in 2026, and 610 million RMB in 2027 [4]. Industry Context - The lithium battery separator industry is currently experiencing a downturn, with a reported revenue decline of over 10% in 2024, despite a 30% increase in shipment volume. The average price of wet separators has dropped significantly, from 0.7 RMB per square meter in late 2024 to 0.5 RMB in the second quarter of 2025 [4][5]. - Industry leader Enjie Co. has even issued a profit warning for the first half of 2025, indicating ongoing challenges [4]. Strategic Justifications - In response to regulatory inquiries, Foshan Plastics Technology emphasized strategic synergies, market demand, and technological advantages as justifications for the acquisition. They cited a projected compound annual growth rate of 17.5% for lithium battery separator shipments from 2024 to 2027 [5]. - The company plans to integrate procurement needs to reduce costs and leverage each other's customer bases for market expansion [5]. Market Position and Growth - Jinli Co. achieved the highest market share in the wet separator sector in 2024, with a gross margin of 21%, significantly above the industry average of 15.56% [6]. - The company has increased its domestic market share from 12% in 2023 to 18% in 2024 and is actively expanding its customer base internationally [6]. Supply Chain Management - Jinli Co. has reduced its reliance on foreign suppliers, with the proportion of imported PE and PVDF dropping to approximately 66% and 32%, respectively, by May 2025, thereby mitigating supply chain risks [6]. Future Outlook - Despite achieving a net profit of 88.88 million RMB in the first five months of 2025, Jinli Co. must generate an additional 141 million RMB in the remaining months to meet its 2025 profit commitment [6]. - The outcome of this acquisition will not only impact the future of Foshan Plastics Technology and Jinli Co. but also reflect the broader trends in the lithium battery industry during this period of adjustment [7][8].

Group 1 - The company held a shareholder meeting on July 25, 2025, with a total of 702 participants, representing 258,760,512 shares or 26.747% of the total voting shares [1] - The meeting included both on-site and online voting, with specific time slots designated for each [1] - The chairman of the supervisory board was absent due to work commitments, while seven directors, two supervisors, two senior management personnel, and a witnessing lawyer attended the meeting [1] Group 2 - The shareholders approved the proposal to publicly transfer 100% equity of the wholly-owned subsidiary, Foshan Sanshui Changfeng Plastic Co., Ltd., with 99.671% of the voting shares in favor [2] - The proposal to reappoint the auditing firm for the year 2025 was also approved, receiving 99.604% support from the voting shareholders [2] - The proposal to reappoint the internal control auditing firm for 2025 was approved with 99.594% of the votes in favor [3]

Group 1 - The legal opinion letter confirms the legality of the convening and holding procedures of the 2025 Second Extraordinary General Meeting of Shareholders of Foshan Fosptech Group Co., Ltd. [1][7] - The meeting was proposed and convened by the company's board of directors, with the notice and proposal content announced on July 10, 2025 [2][3] - The meeting utilized a combination of on-site and online voting, held at a specified location, and was presided over by the chairman of the board [3][4] Group 2 - A total of 702 participants attended the meeting, representing 258,760,512 shares, which accounts for 26.747% of the company's total shares [4] - The online voting results indicated that 701 shareholders participated, representing 10,884,814 shares, or 1.125% of the total shares [4] - The meeting included company directors, supervisors, senior management, and the witnessing lawyers [4] Group 3 - The proposals for the meeting included the resolution regarding the company's 100% equity and the reappointment of the auditing firm for 2025 [5][6] - The voting results showed that the proposal for the 100% equity was approved with a total of 268,758,426 shares in favor, while the reappointment of the auditing firm also received majority approval [6][7] - The legal opinion concludes that the meeting's procedures, participant qualifications, and voting results are all in compliance with relevant laws and regulations [7]

证券代码：000973 证券简称：佛塑科技 公告编号：2025-42 佛山佛塑科技集团股份有限公司 2025 年第二次临时股东大会决议公告 本公司及公司董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或者重大遗漏。 一、特别提示 本次股东大会召开期间没有增加、否决或变更提案的情况。 二、会议召开的情况 1．现场会议召开时间：2025 年 7 月 25 日（星期五）上午 11:30 时 2. 网络投票时间： （1）通过深圳证券交易所交易系统投票的具体时间为：2025 年 7 月 25 日的交易 时间，即 9:15—9:25，9:30—11:30 和 13:00—15:00。 （2）通过深圳证券交易所互联网投票系统投票的具体时间为：开始投票的时间 为 2025 年 7 月 25 日上午 9:15，结束时间为 2025 年 7 月 25 日下午 3:00。 3．现场会议召开地点：广东省佛山市禅城区张槎街道轻工三路 7 号自编 2 号楼一 楼 A1 会议室 4．召开方式：现场投票与网络投票相结合的方式 参加本次会议表决的股东及股东代理人 702 名，代表公司有表决权股份 269,645,3 ...

北京大成（广州）律师事务所 关于佛山佛塑科技集团股份有限公司 二〇二五年第二次临时股东大会的法律意见书 致：佛山佛塑科技集团股份有限公司 根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中华人民共 和国公司法》（以下简称"《公司法》"）和中国证券监督管理委员会《上市公司 股东会规则（2025 修订）》（以下简称"《股东会规则》"）等法律、法规和其 他有关规范性文件的要求，北京大成（广州）律师事务所（以下简称"本所"）接 受佛山佛塑科技集团股份有限公司（以下简称"公司"）的委托，指派律师参加公 司二〇二五年第二次临时股东大会（以下简称"本次股东大会"）。 本所声明：本所律师仅对本次股东大会的召集程序、召开程序、出席会议人员 资格、召集人资格、表决程序及表决结果发表法律意见，并不对本次股东大会所审 议的议案、议案所涉及的数字及内容发表意见。本所律师同意将本法律意见书随 本次股东大会其他信息披露资料一并公告。 本法律意见书仅供见证公司本次股东大会相关事项的合法性之目的使用，不 得用作任何其他目的。 本所及经办律师依据《证券法》《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则（试行 ...

Group 1 - The core viewpoint of the article is that Foshan Fospower Technology Co., Ltd. plans to acquire 100% of Jinli Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction value of 5.08 billion yuan, of which 4.68 billion yuan will be paid in shares and 400 million yuan in cash [2][3] - Following the completion of this transaction, Jinli Co., Ltd. will become a subsidiary of Foshan Fospower Technology [3] - Foshan Fospower Technology, as a key listed platform under Guangxin Group, focuses on strategic emerging industries such as new energy and electrical engineering, and has established itself as a leader in the new materials industry in Foshan [3] Group 2 - Jinli Co., Ltd. specializes in the research, production, and sales of lithium battery wet separators, with a strong competitive advantage in the wet separator field due to its comprehensive product layout, quality customer resources, and robust R&D capabilities [3]

Group 1 - Foshan Fospower Technology Co., Ltd. plans to acquire 100% of Jinyi Co., Ltd. for a total consideration of 5.08 billion yuan, with 400 million yuan paid in cash and 4.68 billion yuan through share issuance [1] - Jinyi Co., Ltd. holds a competitive advantage in the lithium battery wet separator market, with an estimated market share of approximately 18% in China for 2024, ranking second in the industry [1] - The acquisition will allow Foshan Fospower to share R&D results with Jinyi, enhance separator performance and quality, and develop more competitive high-end separator products [2] Group 2 - The transaction will enable Foshan Fospower to enter the lithium battery separator sector, enriching its product portfolio in the new energy field and positioning it as a leading enterprise in high polymer functional film materials [2] - Jinyi Co., Ltd. has shown significant performance improvement, with a sales volume of over 1.6 billion square meters in the first five months of 2025, representing an 88% year-on-year increase [3] - The acquisition is expected to enhance Foshan Fospower's operational capabilities and financial performance by optimizing Jinyi's cost structure and leveraging the advantages of being a listed company [3]

Core Viewpoint - The article discusses the acquisition of 100% shares of Hebei Jinli New Energy Technology Co., Ltd. by Foshan Plastics Technology Co., Ltd. for a total consideration of 5.08 billion RMB, which will make Jinli a subsidiary of Foshan Plastics [1][2]. Group 1: Acquisition Details - Foshan Plastics is acquiring shares from 102 parties, including Yuan Haichao and Huahao Century [1]. - The transaction involves issuing shares to Guangdong Guangxin Holdings Group Co., Ltd. to raise matching funds [1]. Group 2: Company Profile of Jinli - Jinli focuses on the research, production, and sales of lithium battery wet separators, with a comprehensive product layout and strong technical research capabilities [3]. - In 2024, Jinli is expected to hold approximately 18% market share in China's wet separator market, ranking second in the industry [3]. Group 3: Customer Base and Revenue Concentration - Major customers of Jinli include leading companies in the lithium-ion battery sector such as CATL, BYD, Guoxuan High-Tech, EVE Energy, and Ruipu Lanjun [3]. - The revenue from the top five customers accounted for 84.01% and 76.73% of Jinli's main business income during the reporting period, indicating a high concentration of customers [3]. Group 4: Performance Commitments and Financial Outlook - According to the performance compensation agreement, Jinli's committed net profits for 2025, 2026, and 2027 are not less than 230 million, 360 million, and 610 million RMB, respectively [4]. - Jinli reported a net loss of 91.44 million RMB in 2024 due to industry supply-demand imbalances, but has turned profitable in the first five months of 2025 with a net profit of 88.87 million RMB [4].

Group 1 - The core point of the article is that Foshan Fospower Technology Group Co., Ltd. plans to acquire 100% of Jinyi Co., Ltd. for a total consideration of 5.08 billion yuan, which includes 4 billion yuan in cash and 4.68 billion yuan through issuing shares [1][2] - Jinyi Co., Ltd. specializes in the research, production, and sales of lithium battery wet separators, holding an 18% market share in China's wet separator market, ranking second in the industry [1][2] - The acquisition aims to enhance Foshan Fospower's influence in the new energy battery sector and leverage synergies in the polymer film materials field [2][3] Group 2 - After the transaction, Foshan Fospower will integrate business resources and supply chains with Jinyi, focusing on lithium battery separators to expand opportunities in the new energy sector [2][3] - Jinyi's performance has been improving, with a revenue of 1.486 billion yuan and a net profit of approximately 88.88 million yuan for the first five months of 2025 [2] - The acquisition is expected to enhance Foshan Fospower's operational capabilities and financial structure, allowing Jinyi to benefit from the advantages of being a listed company [2][3]