Core Viewpoint - Shanghai Weitai Industrial Automation Co., Ltd. is undergoing a significant asset restructuring, which includes the sale of its automation instrument business and the acquisition of a 49% stake in Ziyan Machinery, aiming to enhance its operational capabilities and shareholder value [1][3]. Financial Summary - As of March 31, 2025, the total assets of the company amounted to approximately RMB 1.58 billion, an increase from RMB 1.50 billion as of December 31, 2024 [2]. - Current assets increased to approximately RMB 1.09 billion from RMB 1.00 billion, with cash and cash equivalents rising significantly to RMB 143.36 million from RMB 93.13 million [2]. - Total liabilities rose to approximately RMB 1.25 billion from RMB 1.18 billion, with current liabilities increasing to approximately RMB 1.05 billion from RMB 989.10 million [2][3]. - Shareholder equity increased to approximately RMB 330.47 million from RMB 320.26 million, indicating a positive trend in the company's financial health [2]. Profitability Analysis - For the first quarter of 2025, the company reported total operating revenue of approximately RMB 169.45 million, compared to RMB 718.24 million for the entire year of 2024 [3]. - Operating costs for the first quarter of 2025 were approximately RMB 159.94 million, leading to an operating profit of approximately RMB 10.23 million [3]. - The net profit for the first quarter of 2025 was approximately RMB 10.21 million, a decrease from RMB 64.50 million for the full year of 2024 [3]. Restructuring Details - The company plans to acquire 51% of Shanghai Zijiang New Materials Technology Co., Ltd. for a total consideration of RMB 1.1 billion, which will enhance its control over the new materials sector [5]. - The restructuring is aimed at consolidating high-quality assets under the control of the same actual controller, thereby seeking new growth points for performance improvement [4][5]. Accounting and Reporting - The financial statements are prepared based on the assumption of continuous operation and reflect the company's financial position as of March 31, 2025, and the results for the first quarter of 2025 [6][8]. - The company follows the accounting policies and estimates consistent with the relevant accounting standards, ensuring transparency and accuracy in financial reporting [6][9].

Group 1 - The company plans to acquire 51.00% of Shanghai Zijiang New Materials Technology Co., Ltd. by purchasing 30,285,330 shares from its shareholders through cash payment [1] - Upon completion of the transaction, Shanghai Zijiang will be included in the company's consolidated financial statements [1] - The transaction is classified as a major asset restructuring and constitutes a related party transaction according to the regulations [1] Group 2 - The transaction is subject to approval by the company's shareholders at a general meeting, and there is uncertainty regarding whether the approval will be obtained [2] - If the transaction is investigated for insider trading by the China Securities Regulatory Commission or judicial authorities, there is a risk of suspension or termination of the transaction [2] - The company will fulfill its information disclosure obligations based on the progress of related matters, with designated media for announcements being Shanghai Securities Journal, Securities Times, and the Giant Tide Information Network [2]

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]

Core Viewpoint - *ST威尔 is undergoing a significant asset restructuring, aiming to acquire a controlling stake in ZhiJiang New Materials, which is crucial for its future development in the lithium battery materials industry [3][4]. Group 1: Asset Acquisition Details - On July 15, *ST威尔 disclosed a draft report for a major asset purchase, planning to acquire 51% of ZhiJiang New Materials through cash payments totaling 5.46 billion yuan [3][5]. - The acquisition involves purchasing 30,298,300 shares from multiple stakeholders, including ZhiJiang Enterprises and Ningde New Energy [3]. - ZhiJiang New Materials specializes in the research, production, and sales of aluminum-plastic films for soft-pack lithium batteries, and has established stable partnerships with major battery manufacturers [4]. Group 2: Financial Implications - The transaction is expected to significantly increase *ST威尔's asset and liability scales, improving its profitability and operational sustainability [5]. - The performance commitments from the transaction counterparties include net profits of no less than 65.5 million yuan, 78.5 million yuan, and 95.8 million yuan for the years 2025 to 2027, respectively [5]. - The overall valuation of ZhiJiang New Materials' total equity is assessed at 1.07 billion yuan, indicating a strategic investment for *ST威尔 [3][5]. Group 3: Current Company Status - *ST威尔 is currently facing operational challenges, with negative values in audited profit totals and net profits for the fiscal year 2024, leading to a risk warning for delisting starting April 30, 2025 [3][5]. - The company aims to leverage the acquisition to enhance its market position and financial health in the competitive lithium battery materials sector [4].

Group 1 - The company Chutianlong is actively exploring and promoting the implementation of digital currency bridge scenarios, but faces risks related to new technology research and development and commercial application not meeting expectations [6] - Sanwei Biological received the preliminary ruling result of the anti-dumping investigation on erythritol from the US Department of Commerce, with a 450.64% anti-dumping duty applicable to the company [6] Group 2 - Sitwei expects a year-on-year net profit increase of 140% to 180% for the first half of the year [7] - Pop Mart anticipates a profit growth of no less than 350% for the six months ending June 30, 2025, compared to the same period last year [7] - Zhongsheng High-Tech is planning a change in company control, with its stock suspended from trading starting July 16 [7] - Sinochem International intends to acquire 100% equity of Nantong Xingchen, with its stock also suspended from trading starting July 16 [7] - *ST Yazhen's stock is under suspension for verification due to abnormal trading fluctuations starting July 16 [7] - Yanshan Technology's wholly-owned subsidiary is participating in the establishment of a partnership, which will ultimately invest in Bytedance Ltd. in equity form [7] - Bertley plans to jointly establish a partnership with Jinding Private Equity, focusing on investments in unlisted companies in the field of humanoid robots [7] - *ST Weir intends to purchase 51% of Zijiang New Materials for 546 million yuan, entering the lithium battery materials industry [7] - Dahua Technology's controlling subsidiary Huairui Technology is adjusting to be listed on the Hong Kong Stock Exchange [7]

Key Points - Zhongsheng Gaoke is planning a change in company control, with a potential transfer of 22.35% of shares at a valuation of 2.5 billion yuan, leading to a stock suspension starting July 16, 2025 [3][4] - Yanshan Technology's subsidiary is participating in a partnership to invest 41.64 million yuan in a fund that will ultimately invest in Bytedance Ltd [5] - Sanyuan Bio received an initial ruling of a 450.64% anti-dumping duty from the US Department of Commerce on erythritol, prompting a shift in sales strategy towards domestic markets [6] - Chutianlong is exploring digital currency projects but faces risks related to new technology development and commercial application [7] - Bertley is establishing a partnership to invest in humanoid robots and other emerging sectors, committing 198 million yuan [8] - China Merchants Highway's chairman resigned due to reaching retirement age [9] - Tibet Summit's controlling shareholder is under investigation for information disclosure violations, but it will not affect the company's operations [10][11] - ST Weir plans to acquire 51% of Zijiang New Materials for 546 million yuan, entering the lithium battery materials sector [12] - ST Yazhen's stock will be suspended for three days due to abnormal trading fluctuations [13] - Dahua Technology's subsidiary is shifting its listing to the Hong Kong Stock Exchange [14] Performance Forecasts - Zhongji Xuchuang expects a net profit increase of 52.64% to 86.57% for the first half of 2025, driven by strong demand for high-end optical modules [15] - Juchip Technology anticipates a 122.28% increase in net profit for the same period, benefiting from successful AI audio chip promotions [16] - Sitwei forecasts a net profit growth of 140% to 180%, with significant revenue increases from smartphone collaborations [17] - Tianyu Co. expects a net profit increase of 144.29% to 238.25%, aided by improved product structure and market strategies [18] - Jinli Yongci predicts a net profit growth of 151% to 180%, focusing on renewable energy and related sectors [19] - Blue Ocean Huaten expects a net profit increase of 152.76% to 190.68%, driven by growth in the new energy heavy truck market [20] - Maiqu'er anticipates a turnaround with a net profit of 1.4 million to 2 million yuan, compared to a loss in the previous year [21] - China Galaxy expects a net profit increase of 45% to 55%, with growth across various business segments [23] - Baicheng Pharmaceutical forecasts a significant decline in net profit, down 95.53% to 100% [24] Major Contracts - Jincheng signed a contract worth approximately 52.98 million USD for underground mining operations in the Democratic Republic of Congo [25] - ST Yundong entered a strategic cooperation agreement for drone development and investment with two companies [26] - Changgao Electric New's subsidiary won contracts totaling 445 million yuan from the State Grid [27] Shareholding Changes - Angli Education plans to reduce its repurchased shares by up to 573.1 million shares [28][29] - Lingzhi Software's shareholders plan to collectively reduce their holdings by up to 2.11% [30] - Founder Technology's major shareholder intends to reduce its stake by up to 2.27% [31] - Zhongfu Shenying's shareholder plans to reduce its stake by up to 1% [32] - Hangzhou Bank's shareholder intends to reduce its stake by up to 0.7% [33] - Haoyun Technology's chairman plans to reduce his stake by up to 400,000 shares [34] Financing Activities - Yuanwang Valley plans to raise up to 300 million yuan through a private placement for RFID production line projects and working capital [35]

Mergers and Acquisitions - Sinochem International plans to acquire 100% equity of Nantong Xingchen Synthetic Material Co., Ltd. from China BlueStar (Group) Co., Ltd. The transaction is not expected to constitute a major asset restructuring as per the regulations and will not lead to a change in the actual controller of the company [1] - *ST Weier intends to pay cash of 546 million yuan to purchase 51% of the shares of Shanghai Zijiang New Material Technology Co., Ltd., which amounts to 30,298,300 shares [2] Earnings Forecast - China Galaxy expects a net profit attributable to shareholders of approximately 6.362 billion to 6.801 billion yuan for the first half of 2025, representing a year-on-year growth of 45% to 55% compared to 4.388 billion yuan in the same period last year [3] - Haineng Industrial anticipates a net profit attributable to shareholders of 64 million to 74 million yuan for the first half of 2025, with a year-on-year growth of 92% to 122%, and expects revenue of 1.507 billion yuan, a 60.64% increase from the previous year [4] - Daoshi Technology forecasts a net profit of 220 million to 238 million yuan for the first half of 2025, indicating a year-on-year growth of 98.77% to 115.03% [5] Shareholding Changes - Sanwei Tiandi announced that shareholders plan to reduce their holdings by up to 4.07% of the company's shares, with a total of 2,320,500 shares representing 3.00% of the total share capital [6] - Hangzhou Bank disclosed that China Life intends to reduce its holdings by no more than 0.70% of the company's shares, equating to 50,789,400 shares [7] - Founder Technology reported that its shareholder New Founder Holdings plans to reduce its holdings by up to 2.27% of the company's shares, which is 9,451,000 shares [8]

国浩律师（上海）事务所 关 于 上海威尔泰工业自动化股份有限公司 重大资产购买暨关联交易 之 法律意见书 上海市静安区山西北路 99 号苏河湾中心 25-28 层 邮编：200085 25-28th Floor, Suhe Centre, No.99 North Shanxi Road, Shanghai 200085, China 电话/Tel： +86 21 5234 1668 传真/Fax： +86 21 5243 3320 网址/Website： http：//www.grandall.com.cn 二〇二五年七月 | | | | 释 | 义 | | 3 | | --- | --- | --- | --- | | 第一节 | | 引 | 言 6 | | 第二节 | | 正 | 文 8 | | | | | 一、本次交易的方案 8 | | | | | 二、本次交易各方的主体资格 12 | | | | | 三、本次交易的批准与授权 29 | | | | | 四、本次交易的实质性条件 30 | | | | | 五、本次交易的相关协议 32 | | | | | 六、本次交易的标的资产 33 | | | | | ...

| | 起始页码 | | --- | --- | | 审阅报告 | | | 财务报表 | | | 备考合并资产负债表 | 1 | | 备考合并利润表 | 3 | | 备考合并财务报表附注 | 4 | 上海威尔泰工业自动化股份有限公司 审阅报告 众环阅字（2025）3600005号 目 录 审 阅 报 告 众环阅字（2025）3600005 号 上海威尔泰工业自动化股份有限公司全体股东： 我们审阅了上海威尔泰工业自动化股份有限公司（以下简称"威尔泰"）按照后附备考 合并财务报表附注二所述编制基础编制的备考合并财务报表，包括 2025 年 3 月 31 日、2024 年 12 月 31 日的备考合并资产负债表，2025 年 1-3 月、2024 年度的备考合并利润表以及相 关备考合并财务报表附注。这些备考合并财务报表的编制是威尔泰管理层的责任，我们的责 任是在实施审阅工作的基础上对这些备考合并财务报表出具审阅报告。 我们按照《中国注册会计师审阅准则第 2101 号——财务报表审阅》的规定执行了审阅 业务。该准则要求我们计划和实施审阅工作，以对上述备考合并财务报表是否不存在重大错 报获取有限保证。审阅主要限于询问公 ...

华泰联合证券有限责任公司 关于不存在《上市公司监管指引第7号——上市公司重大资产重组相 关股票异常交易监管》第十二条情形的核查意见 上海威尔泰工业自动化股份有限公司（以下简称"上市公司"或"威尔泰"） 拟以支付现金方式向交易对方上海紫江企业集团股份有限公司、长江晨道（湖北） 新能源产业投资合伙企业（有限合伙）、宁德新能源科技有限公司、深圳市惠友 创嘉创业投资合伙企业（有限合伙）、宁德蕉城上汽产业升级股权投资合伙企业 （有限合伙）、上海军民融合产业股权投资基金合伙企业（有限合伙）及自然人 贺爱忠、王虹、郭峰、秦正余、高军、沈均平、倪叶、应自成、邬碧海、徐典国、 武永辉、邵旭臻、刘宁、邱翠姣、龚平、陈涛、何治中、胡桂文、顾瑛、陈玮、 张卫、高贤、谢锋峰购买其所合计持有的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"） 30,285,330 股股份（合计占标的公司总股 本的51%）。本次交易完成后，威尔泰成为紫江新材的控股股东，本次交易构成重 大资产购买。同时，根据《深圳证券交易所股票上市规则》的相关规定，本次交 易构成关联交易。 沈佳麟 潘沛宪 雷晨熙 华泰联合证券有限责任公司 （以下无正文 ...