证券代码：002058 证券简称：*ST威尔 公告编号：2025-041 上海威尔泰工业自动化股份有限公司 关于股票交易异常波动的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 一、股票交易异常波动情况 上海威尔泰工业自动化股份有限公司（以下简称"公司"）股票(证券简 称：*ST威尔，证券代码：002058) 于2025年7月16日-7月18日连续三个交易日 收盘价格涨幅偏离值累计超过了12%，根据深圳证券交易所的有关规定，属于股 票交易异常波动的情况。 二、公司关注、核实情况说明 针对公司股票交易异常波动，公司对有关事项进行了核查，具体情况如 下： 1、公司前期披露的信息不存在需要更正、补充之处； 2、近期公共传媒未报道可能或已经对本公司股票交易价格产生较大影响的 未公开重大信息； 3、近期公司经营情况及内外部经营环境未发生重大变化； 4、经自查和问询，公司、控股股东和实际控制人目前不存在关于本公司的 应披露而未披露的重大事项； 5、经问询，公司控股股东、实际控制人在公司股票交易异常波动期间未买 卖本公司股票。 三、是否存在应披露而未披露信息的说明 公 ...

Core Viewpoint - *ST Weir is attempting to transform its business by acquiring a 51% stake in Shanghai Zijiang New Materials Technology Co., Ltd. for 546 million yuan, aiming to enter the growing lithium battery materials industry after three consecutive years of losses [1][4][9] Group 1: Acquisition Details - The acquisition involves a cash payment to Zijiang Enterprises, Changjiang Chen Dao, and Ningde New Energy, with no issuance of new shares, thus not altering the company's equity structure [2] - The controlling shareholder of both *ST Weir and Zijiang Enterprises is Shen Wen, raising potential concerns about related party transactions [3] - The valuation of Zijiang New Materials was assessed at 1.1 billion yuan, reflecting a 105.61% increase in net asset value [3] Group 2: Financial Performance - *ST Weir has reported revenues of 148 million yuan, 157 million yuan, and 163 million yuan from 2022 to 2024, with corresponding net losses of 20.99 million yuan, 17.06 million yuan, and 17.24 million yuan [7] - The company expects a significant turnaround in the first half of 2025, projecting a net profit of 130 million to 165 million yuan, primarily due to the sale of its automation instrument assets [8] Group 3: Market Context - The lithium battery materials industry is experiencing growth driven by demand from the electric vehicle and energy storage markets, with Zijiang New Materials holding a 22.2% market share in aluminum-plastic film sales [4][9] - Zijiang New Materials has established stable partnerships with major battery manufacturers, but faces risks from high customer concentration, with the top five customers accounting for over 60% of revenue [5][6]

Core Viewpoint - Shanghai Weitai Industrial Automation Co., Ltd. plans to acquire 51% of Shanghai Zijiang New Materials Technology Co., Ltd. for 546 million yuan, marking a significant asset restructuring and related party transaction, which will make Zijiang a subsidiary of Weitai [1][3][11]. Group 1: Company Overview - Weitai was established in October 1992, focusing on the development, production, and sales of measurement instruments and control devices, and has faced challenges such as funding shortages and low market recognition [4][5]. - The company has made significant technological advancements, achieving certifications for its self-developed fieldbus technologies, and has become a key player in the industrial automation sector [5][6]. - Weitai has experienced continuous losses, with net profits of -20.99 million yuan in 2022, -17.06 million yuan in 2023, and projected losses for 2024, indicating a need for new growth avenues [6][12]. Group 2: Zijiang New Materials Overview - Zijiang was established in 1995 and has focused on the new materials sector, particularly aluminum-plastic film for lithium batteries, successfully breaking the market dominance of Japanese brands [8][9]. - The company has developed advanced production techniques, achieving domestic and international recognition for its aluminum-plastic film products, which are critical for lithium battery packaging [9][10]. - Zijiang has established long-term partnerships with major lithium battery manufacturers, including BYD and CATL, which significantly contribute to its revenue [10][12]. Group 3: Strategic Implications of the Acquisition - The acquisition allows Weitai to enter the high-growth lithium battery materials market, potentially improving its financial performance and business diversification [7][11][12]. - Zijiang's strong market position and technological capabilities are expected to enhance Weitai's overall business strategy and operational efficiency [11][12]. - This transaction is seen as a strategic move to facilitate Zijiang's indirect listing after multiple unsuccessful IPO attempts, reflecting a broader trend of industry consolidation in the lithium battery materials sector [11][13].

Group 1 - The core point of the article is that *ST Weitai plans to acquire 51% of Shanghai Zijiang New Materials Technology Co., Ltd. for 546 million yuan, which will allow the company to enter the lithium battery materials industry and potentially enhance its future performance [1][2]. - The acquisition involves purchasing 30,298,300 shares, representing 51% of Zijiang New Materials' total equity, with the funding sourced from the company's own and self-raised funds [2]. - The transaction is expected to improve *ST Weitai's profitability and sustainability, with Zijiang New Materials reporting total assets of 1.108 billion yuan and a net profit of 10.12 million yuan in the first quarter [2][3]. Group 2 - The acquisition will not change the company's shareholding structure or its actual controller, as both *ST Weitai and Zijiang Enterprises share the same actual controller, Shen Wen [3]. - After the acquisition, Zijiang New Materials will become a core business segment of *ST Weitai, enhancing its brand influence and attracting high-quality talent [3]. - Prior to the acquisition, *ST Weitai was primarily engaged in automotive fixture manufacturing, and this move into the lithium battery materials sector is seen as a strategic shift towards a more growth-oriented business model [4]. Group 3 - Zijiang New Materials specializes in the research, production, and sales of aluminum-plastic films for soft-pack lithium batteries, with a market share of 22.2% in China and a sales volume of 51.277 million square meters in 2024 [4]. - The aluminum-plastic film industry is experiencing significant growth due to the rapid development of the new energy vehicle sector, with a projected compound annual growth rate of 33.43% from 2022 to 2025 [4][5]. - The domestic aluminum-plastic film market is seeing a shift towards local production, with increasing quality and competitive pricing, which is expected to drive future growth in the industry [5].

Core Viewpoint - The article discusses the acquisition of a 51% stake in Shanghai Zijiang New Materials Technology Co., Ltd. by *ST Weitai Industrial Automation Co., Ltd. for 546 million yuan, marking a significant asset restructuring and related party transaction [1][2]. Group 1: Transaction Details - The acquisition will make Zijiang New Materials a subsidiary of *ST Weitai [2]. - The controlling shareholders of both *ST Weitai and Zijiang New Materials are the same, indicating a related party transaction [20]. - The transaction is perceived as a way for the controlling shareholder to transfer assets that failed to go public multiple times to another listed platform [3][21]. Group 2: Company Background - Zijiang New Materials specializes in the research, production, and sales of aluminum-plastic films for lithium batteries, with established relationships with major battery manufacturers like CATL and BYD [7]. - In 2021, Zijiang New Materials generated 115.77 million yuan in sales from BYD, accounting for 31.59% of its revenue [7]. - Prior to the transaction, Zijiang New Materials was a subsidiary of Zijiang Enterprise, which held 58.94% of its shares [8]. Group 3: Financial Performance - Zijiang New Materials reported revenues of 711.39 million yuan, 623.42 million yuan, and 155.35 million yuan for 2023, 2024, and Q1 2025, respectively, with net profits of 90.24 million yuan, 53.51 million yuan, and 10.12 million yuan [11]. - The company is expected to face a 40.7% decline in net profit in 2024 [11]. - The transaction includes performance commitments for net profits of at least 65.5 million yuan, 78.5 million yuan, and 95.8 million yuan for 2025 to 2027 [12]. Group 4: IPO Attempts and Challenges - Zijiang New Materials has attempted to go public multiple times but has faced repeated failures, including a withdrawal of its application to list on the ChiNext board in late 2023 [15][17]. - The company was eventually listed on the New Third Board in July 2024 after unsuccessful attempts at IPOs on other platforms [18]. Group 5: Market Reactions and Future Outlook - Following the announcement of the acquisition, *ST Weitai's stock price hit the daily limit, closing at 13.89 yuan [4]. - The transaction is seen as a strategic move for *ST Weitai to enter the growing lithium battery materials sector, potentially enhancing its business portfolio [21].

Group 1: Company Performance Forecasts - Zhongshe Co., Ltd. expects a net loss of 6 to 8 million yuan for the first half of 2025, compared to a profit of 18.83 million yuan in the same period last year [1] - Jiangfeng Electronics anticipates a net profit of 247 to 267 million yuan for the first half of 2025, representing a growth of 53.29% to 65.70% year-on-year [1] - Naipu Mining forecasts a net profit of 15 to 22.5 million yuan for the first half of 2025, a decline of 73.32% to 82.21% compared to the previous year [7] - Runjian Co., Ltd. expects a net profit of 35 to 52.5 million yuan for the first half of 2025, a decrease of 78% to 85% year-on-year [13] - Kanglong Chemical predicts a net profit of 679 to 713 million yuan for the first half of 2025, down 36% to 39% from the previous year [14] Group 2: Shareholder Actions - Tianyuan Co., Ltd. plans to reduce its shareholding by up to 0.76% through a concentrated bidding process [2] - Sanwei Tiandi intends to reduce its shareholding by up to 4.07% through concentrated bidding or block trading [3] - Zhongfu Shenying plans to reduce its shareholding by up to 1% due to personal funding needs [4] - Hengfeng Information intends to reduce its shareholding by up to 3% through concentrated bidding or block trading [6] - *ST Yanzhen's stock will be suspended for inspection due to abnormal trading fluctuations [9] Group 3: Corporate Transactions - *ST Weir plans to acquire 51% of Shanghai Zijiang New Materials Technology Co., Ltd. for 546 million yuan [10] - Greenland plans to introduce overseas strategic investors for its subsidiary QINGMEI to enhance global competitiveness [12] - Taihe Co., Ltd. intends to acquire the remaining 51% stake in Guangdong Haode Crop Technology Co., Ltd. for 22.083 million yuan [13] - Weichai Heavy Machinery is planning to acquire 100% of Changzhou Fiberglass Shipyard Co., Ltd. [15] - Guolian Aquatic plans to introduce a new shareholder through capital increase for its subsidiary [16]

Core Viewpoint - The company, Shanghai Weitai Industrial Automation Co., Ltd., is planning a significant asset acquisition involving the purchase of 51% of shares in Shanghai Zijiang New Materials Technology Co., Ltd. through cash payment, which will allow the company to consolidate Zijiang into its financial statements [1][2]. Group 1: Transaction Details - The company intends to acquire a total of 30,285,330 shares, representing 51% of Zijiang's total shares [1][2]. - The total transaction price is set at RMB 545.8573 million, based on an asset valuation report that assessed Zijiang's total equity at RMB 1.0703085 billion after accounting for a cash dividend distribution [4][7]. - The payment for the shares will be made in two installments: 51% within 30 days of the agreement's effectiveness and the remaining 49% within 90 days after the asset transfer [5][6]. Group 2: Performance Commitments - The performance commitment period for Zijiang is set for three consecutive fiscal years starting from the year of transaction completion, with net profit targets of RMB 65.5 million, RMB 78.5 million, and RMB 95.8 million for 2025, 2026, and 2027 respectively [7][8]. - If Zijiang fails to meet the cumulative profit targets, the performance commitment party will be obligated to compensate the company based on a specified formula [8][9]. Group 3: Regulatory Compliance - The transaction has been deemed to comply with relevant laws and regulations governing major asset restructurings, including the Company Law and Securities Law of the People's Republic of China [10][11]. - The company has confirmed that the transaction constitutes a related party transaction due to shared control between the parties involved [11][12]. Group 4: Meeting Outcomes - The supervisory board meeting could not reach a resolution due to the absence of a majority of non-related supervisors, necessitating that the proposals be submitted directly to the shareholders' meeting for approval [1][10].

Core Viewpoint - Shanghai Weitai Industrial Automation Co., Ltd. plans to acquire 51.00% of Shanghai Zijiang New Materials Technology Co., Ltd. through cash payment, which constitutes a major asset restructuring and related party transaction [2]. Group 1 - The company intends to purchase a total of 30,285,330 shares from certain shareholders of Zijiang New Materials, representing 51.00% of the total shares of Zijiang New Materials [2]. - Upon completion of the transaction, Zijiang New Materials will be included in the consolidated financial statements of the company [2]. - The company has decided to postpone the shareholders' meeting related to this transaction and will announce the new date for the meeting later [2].

Core Viewpoint - Shanghai Weitai Industrial Automation Co., Ltd. plans to acquire 51% of Shanghai Zijiang New Materials Technology Co., Ltd. through cash payment, constituting a significant asset purchase and related party transaction [1] Summary by Relevant Sections Transaction Details - The company intends to purchase a total of 30,285,330 shares from certain shareholders of Zijiang New Materials, representing 51% of the total shares [1] - This transaction is classified as a major asset purchase and a related party transaction according to the Shenzhen Stock Exchange listing rules [1] Stock Price Fluctuation Analysis - The company conducted a self-examination of stock price fluctuations during the 20 trading days prior to the first announcement of the transaction (from November 20, 2024, to December 18, 2024) [1] - The cumulative increase in the company's stock price during this period was 16.16% [1] - After excluding the impact of the overall market (Shenzhen Composite Index) and the industry sector (Securities Regulatory Commission Instrument and Instrument Index), the stock price increased by 16.75% and 13.82%, respectively [1] - The board concluded that the cumulative fluctuation in stock price did not exceed 20%, indicating no abnormal volatility [1]

Group 1 - The core transaction involves Shanghai Weitai Industrial Automation Co., Ltd. acquiring 51% of Shanghai Zijiang New Material Technology Co., Ltd. through cash payment, making Weitai the controlling shareholder of Zijiang New Material [1][2] - The transaction is classified as a major asset purchase and constitutes a related party transaction according to the Shenzhen Stock Exchange's regulations [1][2] - Huatai United Securities Co., Ltd. serves as the independent financial advisor for this transaction, confirming compliance with the relevant regulations regarding the hiring of third parties [2] Group 2 - The independent financial advisor has verified that there are no direct or indirect paid engagements with third parties in this transaction [2] - The listed company has engaged necessary intermediary institutions such as auditing and evaluation agencies, which are legally required for the transaction [2] - The independent financial advisor concludes that the transaction adheres to the guidelines set by the China Securities Regulatory Commission regarding the hiring of third parties in investment banking activities [2]