Core Viewpoint - Foshan Fospower Technology Group Co., Ltd. is responding to the Shenzhen Stock Exchange's inquiry regarding its application for issuing shares to purchase assets and raise supporting funds, indicating a strategic move into the lithium battery separator sector [1]. Group 1: Acquisition Details - Fospower Technology plans to acquire 100% of Hebei Jinli New Energy Technology Co., Ltd., entering the lithium battery separator market [2]. - The acquisition will allow for the integration of procurement needs due to overlapping suppliers, enhancing bargaining power and reducing costs while expanding the downstream market [2]. Group 2: Production and Technology Synergies - Both companies have similar production processes, which can be optimized collaboratively to improve production efficiency and product quality [3]. - The main equipment suppliers for both companies are polymer film equipment manufacturers, allowing for consolidated procurement to enhance equipment performance [4]. - There is a commonality in core technologies at the raw material, production, and equipment levels, enabling technological integration to optimize product performance and promote domestic substitution [4].

Group 1 - The company, Foshan Plastics Technology (000973), reported that as of August 29, 2025, the number of shareholders is 81,588 [1]

Core Viewpoint - The acquisition of 100% equity in Hebei Jinli New Energy Technology Co., Ltd. by Foshan Fushuo Technology Group Co., Ltd. is aimed at enhancing the company's position in the lithium battery separator market, leveraging synergies in the polymer film materials sector, and addressing financial challenges faced by the target company [3][11][17]. Group 1: Transaction Rationale - The transaction allows the company to enter the lithium battery separator market, which is crucial for the growing new energy sector [11][14]. - The target company has faced financial losses due to high depreciation costs from new production lines and increased financial expenses from loans [3][23]. - The acquisition is aligned with national policies promoting mergers and acquisitions to enhance industrial integration and efficiency [11][13]. Group 2: Synergies and Integration - Both companies operate in the polymer film materials sector, allowing for potential synergies in supply chain management, procurement, and customer base expansion [4][15]. - The integration will enable the company to optimize production processes, improve product quality, and reduce costs through shared technology and resources [6][10][16]. - The target company possesses advanced production technologies for lithium battery separators, which can complement the company's existing capabilities in polymer film production [9][20]. Group 3: Market Context - The global lithium battery market is experiencing significant growth, with projections indicating a compound annual growth rate (CAGR) of 22.1% from 2024 to 2030 [25][27]. - The demand for lithium battery separators is expected to rise due to the increasing production of electric vehicles and energy storage systems [25][26]. - The target company is positioned as a leading player in the lithium battery separator market, which is characterized by high entry barriers and a concentrated competitive landscape [28].

Core Viewpoint - The company intends to acquire 100% of Hebei Jinli New Energy Technology Co., Ltd. through a combination of issuing shares and cash payments, while also raising matching funds from its controlling shareholder, Guangdong Guangxin Holdings Group Co., Ltd. [1][2] Group 1 - The company has received an inquiry letter from the Shenzhen Stock Exchange regarding its application for the asset purchase and fundraising, dated June 24, 2025 [1] - On July 23, 2025, the company disclosed its response to the inquiry letter, which included supplementary and revised information [2] - The transaction is subject to approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, indicating uncertainty regarding the approval timeline [2] Group 2 - The company will continue to advance the transaction and fulfill its information disclosure obligations in accordance with relevant laws and regulations [2] - Designated media for information disclosure include China Securities Journal, Securities Times, and the Giant Tide Information Network [2] - Investors are advised to pay attention to subsequent announcements regarding the transaction [2]

Core Viewpoint - Foshan Fospower Technology Group Co., Ltd. plans to acquire 100% of Hebei Jinli New Energy Technology Co., Ltd. through a combination of issuing shares and cash payments, while also raising supporting funds from its controlling shareholder, Guangdong Guangxin Holdings Group Co., Ltd. [1][2] Group 1 - The company has revised and supplemented the draft report on the acquisition and fundraising in response to further review opinions from the Shenzhen Stock Exchange [2] - The second revised draft includes updates on the actual performance of the target company as of June 30, 2025, which is unaudited [2][3] - The revisions also include changes to the names and abbreviations of some transaction parties and updates on the approval and filing procedures for the transaction [2][3] Group 2 - The company has conducted a thorough review and self-check of the second revised draft, making minor adjustments to expressions without affecting the restructuring plan [3]

Group 1 - The core transaction involves Foshan Fospower Technology Group Co., Ltd. issuing shares and paying cash to acquire 100% of Hebei Jinli New Energy Technology Co., Ltd. and raising supporting funds [1][10] - The total transaction price for the acquisition is set at 508 million yuan, with 40 million yuan allocated for cash payment and 60 million yuan for working capital and debt repayment [8][9] - The transaction is structured as a combination of share issuance and cash payment, which are interdependent components of the deal [8][10] Group 2 - The acquisition is expected to enhance the company's position in the high polymer functional film materials sector, particularly in the lithium battery separator market, which aligns with the company's strategic focus on new materials [10] - The deal will allow the company to leverage Jinli's customer resources to penetrate the electric vehicle and energy storage markets more effectively [10] - The performance commitment includes achieving net profits of no less than 230 million yuan, 360 million yuan, and 610 million yuan for the years 2025, 2026, and 2027 respectively [7][10]

Core Viewpoint - Foshan Fushuo Technology Group Co., Ltd. is undergoing a share issuance to acquire assets and raise supporting funds, with a focus on the valuation of land use rights and intangible assets, indicating significant potential for asset appreciation and investment opportunities [1][2]. Group 1: Asset Valuation - The asset-based valuation method indicates an increase in intangible assets by 328 million yuan, with a growth rate of 210%, including land use rights and other intangible assets [1]. - The land use rights have a book value of 152.08 million yuan and an assessed value of 221.49 million yuan, resulting in an appreciation of 69.41 million yuan, or 45.64% [2]. - The total book value of land use rights for the company and its subsidiaries is 307.24 million yuan, with an assessed value of 443.68 million yuan, leading to an appreciation of 136.44 million yuan, or 44.41% [2]. Group 2: Valuation Methodology - The valuation employs both the asset-based method and the income method, with the asset-based method's results serving as the pricing basis [1]. - The assessment process for land use rights includes consideration of market conditions, recent land transaction prices, and the rationale behind the valuation parameters [2][5]. - The market comparison method was utilized, with specific comparable cases selected based on similar use, scale, and development level, ensuring the reliability of the valuation [6][7]. Group 3: Future Performance and Market Conditions - The company is required to disclose the rationale for the valuation results based on the stability of future earnings, industry cycles, and expected changes in terminal demand [2]. - The assessment also considers the competitive landscape and technological changes within the industry, which may impact the valuation and future performance of the assets [2].

Core Viewpoint - The legal opinion letter from Beijing Dacheng Law Firm confirms the compliance and necessity of Foshan Fospower Technology Group Co., Ltd.'s acquisition of 100% equity in Hebei Jinli New Energy Technology Co., Ltd. through share issuance and cash payment, along with the fundraising for this transaction [1][2]. Group 1: Transaction Overview - Foshan Fospower plans to acquire 100% of Hebei Jinli New Energy's shares from 102 counterparties, including Yuan Haichao and Huahao Century [1]. - The transaction aims to enhance Foshan Fospower's position in the lithium battery separator sector, thereby enriching its product portfolio in the new energy field [8][9]. Group 2: Legal Compliance and Financial Impact - The transaction is structured to comply with the "Major Asset Restructuring Management Measures" and is expected to improve the asset quality and operational sustainability of Foshan Fospower without causing significant adverse changes to its financial status [8][10]. - The acquisition is anticipated to create synergies between Foshan Fospower and Hebei Jinli, enhancing bargaining power with suppliers and reducing procurement costs [9][11]. Group 3: Investor Protection Measures - Foshan Fospower has established measures to mitigate the dilution of immediate returns for shareholders, including effective integration of the acquired company and a commitment to transparent profit distribution policies [12][13]. - The company has received commitments from its controlling shareholders and management to ensure the fulfillment of measures aimed at protecting shareholder interests during the restructuring process [13][14]. Group 4: Compliance with Industry Policies - The legal opinion confirms that the production and operational activities of the acquired assets align with national industrial policies, and there are no significant environmental or safety risks associated with the projects [15][16]. - The projects under Hebei Jinli have obtained the necessary approvals and are not classified as high-risk or high-pollution, ensuring compliance with relevant regulations [15][18].

Core Viewpoint - Foshan Fospower Technology Group Co., Ltd. plans to acquire 100% of Hebei Jinli New Energy Technology Co., Ltd. to enter the lithium battery separator market, enhancing its position in the polymer film materials sector and addressing the growing demand in the new energy field [1][10][13]. Group 1: Transaction Rationale - The acquisition allows the company to leverage synergies in the polymer film materials industry, as both companies operate in similar sectors, enhancing supply chain stability and reducing procurement costs [10][14]. - The target company has faced losses due to high depreciation costs from new production lines and increased financial expenses, but it is expected to return to profitability in 2025 [22][23]. - The transaction aligns with national policies promoting mergers and acquisitions to enhance industrial integration and efficiency [10][12]. Group 2: Financial Performance of Target Company - In 2024, the target company reported a revenue of approximately 2.64 billion yuan, with a net loss of about 91.44 million yuan, primarily due to increased depreciation and financial costs [22][24]. - The gross margin decreased from 37.72% in 2023 to 21.85% in 2024, reflecting the impact of rising costs and operational challenges [22][24]. - The target company has shown signs of recovery, achieving profitability in the first half of 2025, supported by stable customer resources and strong technical capabilities [23][24]. Group 3: Market Demand and Supply Dynamics - The global lithium battery market is projected to grow significantly, with a forecasted output of 1,545.1 GWh in 2024, representing a year-on-year increase of 28.5% [24][26]. - The demand for lithium battery separators is expected to rise, driven by the growth of electric vehicles and renewable energy storage solutions [25][26]. - The industry is characterized by high entry barriers, with established players maintaining high capacity utilization rates, leading to improved supply-demand dynamics [27]. Group 4: Integration and Management Plans - Post-acquisition, the target company will operate as a subsidiary, with plans for integrated management to ensure operational stability and enhance competitive advantages [19][21]. - The company will implement a unified financial management system to optimize resource allocation and improve operational efficiency [19][20]. - The integration strategy includes maintaining the target company's existing management structure while enhancing collaboration in R&D and production processes [19][21].

Core Viewpoint - Foshan Fospower Technology Group Co., Ltd. has responded to the inquiry letter regarding the issuance of shares for asset acquisition and fundraising, providing detailed explanations of the operational and financial status of the target assets, which serves as an important reference for investors to understand the major asset restructuring situation [1] Group 1: Operational Status of Target Assets - The target company has 19 existing production lines and 18 new production lines that have been put into operation, with 10 additional lines under construction by the end of 2024, resulting in a total production capacity of approximately 5 billion square meters [2] - The overall capacity utilization rate remains above 80%, indicating no obsolete capacity, and the expansion is aimed at addressing previous capacity shortages due to the growing demand in the downstream new energy lithium battery industry [2] - The sales model includes direct sales, with consignment and non-consignment modes, where major clients include CATL, BYD, and EVE Energy, with reasonable differences in sales price and gross margin due to product structure and market price factors [2] - The company has established stable cooperation with major lithium battery manufacturers, and the concentration of clients is reasonable given the high concentration in the downstream industry, minimizing the risk of being replaced [2] Group 2: Financial Status of Target Assets - The accounts receivable have shown good recovery post-period, with overdue accounts receivable decreasing year by year, and the provision for bad debts is consistent with industry averages [3] - Inventory aging is primarily within one year, with good post-period liquidation rates, and the provision for inventory impairment is adequately accounted for [3] - Despite a projected loss in 2024, the net cash flow from operating activities remains positive and is growing, with sufficient credit limits to cover funding needs, indicating no significant adverse impact on liquidity and ongoing operations [3] Group 3: Performance and Forecast - The actual performance from January to June 2025 aligns closely with the forecast data, indicating that post-evaluation operating performance will not adversely affect the transaction assessment and pricing [4] - Revenue forecasts are based on existing orders and industry developments, with stable price expectations, considering industry cycles, technology, and competitive landscape [4] - The gross margin is expected to decline during the reporting period but is projected to increase in the forecast period, taking into account raw material price fluctuations and supplier stability [4]