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]

Core Viewpoint - Shanghai Weitai Industrial Automation Co., Ltd. plans to acquire 51% of Shanghai Zijiang New Material Technology Co., Ltd. through cash payment, which constitutes a major asset purchase and related party transaction [1][2]. Group 1: Stock Price Fluctuation - The stock price of Weitai experienced a cumulative increase of 16.16% from the announcement date to 20 trading days prior, with a closing price of 15.17 CNY per share [2]. - The cumulative increase of the Shenzhen Composite Index (399106.SZ) and the CSRC Instrument and Meter Index (883137.WI) during the same period was analyzed, showing that Weitai's stock price increase was not abnormal [2]. - The independent financial advisor confirmed that the cumulative increase of Weitai's stock price, after excluding market and industry factors, did not exceed 20%, indicating no abnormal fluctuations [2]. Group 2: Independent Financial Advisor's Opinion - The independent financial advisor, Huatai United Securities, conducted a thorough review and concluded that there were no abnormal fluctuations in Weitai's stock price prior to the transaction announcement [2]. - The advisor's assessment was based on the cumulative price changes over the specified period, which were 16.75% and 13.82% after excluding market and industry influences, respectively [2].

Group 1 - Shanghai Weitai Industrial Automation Co., Ltd. plans to acquire 51.00% equity of Shanghai Zijiang New Materials Technology Co., Ltd. through cash payment, involving the valuation of the entire equity of its shareholders [1][5][8] - The valuation report is prepared by Zhonglian Asset Appraisal Group (Zhejiang) Co., Ltd. and is based on the market value of the entire equity of Shanghai Zijiang New Materials Technology Co., Ltd. as of March 31, 2025 [5][6][8] - The valuation methods used include the asset-based approach and the income approach, with the income approach being selected as the final conclusion [6][8] Group 2 - As of the valuation date, the total assets of Shanghai Zijiang New Materials Technology Co., Ltd. amount to 110,780.32 million RMB, with total liabilities of 57,279.93 million RMB, resulting in net assets of 53,500.39 million RMB [17] - The company reported a revenue of 15,535.05 million RMB and a net profit of 1,012.26 million RMB for the first quarter of 2025 [17] - The company has established long-term stable partnerships with leading clients in the lithium battery industry, such as ATL and BYD, and is actively expanding into next-generation battery technology applications [18][19] Group 3 - Shanghai Zijiang New Materials Technology Co., Ltd. specializes in the research, production, and sales of multi-layer composite materials and lithium-ion battery films, positioning itself as a leading enterprise in the domestic aluminum-plastic film market [17][19] - The company has achieved significant technological advancements, with its core technology reaching international advanced levels, particularly in key performance indicators such as corrosion resistance and thermal sealing stability [18][19] - The company has a competitive advantage due to its ability to customize raw materials and production equipment, resulting in a gross profit margin higher than the industry average [19]

Group 1 - The 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] - The independent financial advisor, Huatai United Securities, confirmed that the transaction does not constitute a restructuring listing as there has been no change in control of the listed company within the past 36 months [2]

Core Viewpoint - The 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, which constitutes a significant asset purchase and related party transaction [1][2]. Group 1: Compliance with Regulations - The transaction complies with the relevant national industrial policies and environmental regulations, as the target company specializes in lithium battery aluminum-plastic film products, which are not classified as high-energy-consuming or high-pollution industries [2][3]. - The transaction does not require anti-monopoly review as it does not meet the concentration thresholds set by the State Council [4]. - The transaction is structured as a cash purchase, thus not involving the issuance of shares or fundraising, which means it does not fall under the provisions of Articles 43 and 44 of the Major Asset Restructuring Management Measures [10]. Group 2: Financial and Asset Valuation - The target company's market value was assessed at 1.1 billion yuan as of March 31, 2025, with the transaction price for the 51% stake set at approximately 545.86 million yuan, indicating a fair valuation [5]. - The transaction is expected to enhance the company's profitability and earnings per share, thereby improving its overall business structure and growth potential [7]. Group 3: Governance and Independence - The transaction is conducted in accordance with legal procedures, ensuring the protection of all shareholders' interests, particularly minority shareholders [6][9]. - The controlling shareholder and actual controller have committed to maintaining the independence of the company post-transaction, adhering to the "five separations" principle in operations [8].

关于上海威尔泰工业自动化股份有限公司 本次重大资产重组摊薄即期回报情况及其填补措施之专项核查意见 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。 华泰联合证券有限责任公司（以下简称"华泰联合"、"本独立财务顾问"） 受上市公司委托，担任本次交 ...

Core Viewpoint - The report discusses the independent financial advisory opinion regarding the major asset acquisition and related transactions of Shanghai Weitai Industrial Automation Co., Ltd. (Weitai) [1][2] Group 1: Transaction Overview - Weitai plans to acquire 51.00% of Shanghai Zijiang New Materials Technology Co., Ltd. (Zijang New Materials) by paying cash totaling 545.8573 million yuan [7][8] - The transaction will allow Weitai to become the controlling shareholder of Zijang New Materials, which specializes in the research, production, and sales of aluminum-plastic films for soft-pack lithium batteries [8][10] Group 2: Financial Impact - The total assets of Weitai are projected to increase significantly post-transaction, with total assets expected to rise from 30,411.67 million yuan to 157,949.68 million yuan, reflecting a 419.37% increase [9] - The total liabilities are also expected to increase from 13,639.51 million yuan to 124,902.36 million yuan, indicating an 815.74% rise [9] - The transaction is anticipated to enhance Weitai's revenue and profitability, with significant increases in operating income and net profit expected [10][9] Group 3: Strategic Benefits - The acquisition positions Weitai in a high-growth lithium battery materials sector, optimizing its overall business layout and accelerating its transformation towards new productive forces [8][10] - The transaction is expected to strengthen Weitai's market position and operational performance, contributing to its sustainable development capabilities [8][10] Group 4: Compliance and Governance - The independent financial advisor, Huatai United Securities, has confirmed that the transaction complies with relevant laws and regulations, ensuring the accuracy and completeness of the disclosed information [2][3] - The controlling shareholder and related parties have committed to not reducing their shareholdings during the transaction process, ensuring stability in governance [12][13]

Group 1 - The core opinion of the document is that Shanghai Weitai Industrial Automation Co., Ltd. has established and executed an insider information registrant system in compliance with relevant laws and regulations [2][5]. - The company adopted necessary and sufficient confidentiality measures during the planning and execution of a major asset acquisition and related party transaction [4][5]. - The insider information registrant system was initially approved by the board of directors on March 25, 2010, and has been updated in accordance with current laws and regulations [3][4]. Group 2 - The company has implemented strict confidentiality protocols, including limiting the number of individuals with access to sensitive information and requiring confidentiality agreements with involved parties [4][5]. - The company has maintained compliance with the Securities Law of the People's Republic of China and other relevant regulations throughout the transaction process [5]. - The company has documented the progress of significant matters and registered insider information registrants, submitting reports to the Shenzhen Stock Exchange as required [4][5].