出品：新浪财经上市公司研究院 作者：昊 近日，帝科股份发布现金6.96亿元收购浙江索特材料科技有限公司（以下称"浙江索特"）60%股权暨关联交易（修订稿）的公告。交易完成后，浙江索特将 成为帝科股份的控股子公司，帝科股份将通过浙江索特控制原杜邦集团旗下Solamet光伏银浆业务。 2021年7月，帝科股份曾筹划定增收购江苏索特100%股权，方案几经修改后，于2022年9月终止该收购事项。 今年5月，帝科股份宣布重启对浙江索特的并购计划。本次修订稿对业绩承诺及补偿协议的内容和浙江索特的财务数据等内容进行了更新。 值得注意的是，浙江索特在此次交易前，净资产大幅减少，被质疑为规避重大资产重组审核，而突击减资。此外，标的2024年业绩扭亏为盈，与帝科股份、 聚和材料等上市公司同比下滑的净利润走势背离明显。 交易完成后，帝科股份或新增超3亿商誉，财务风险和债务压力将进一步增加。 大幅减资被疑规避审核 交易前业绩逆势扭亏 7月26日，帝科股份发布公告称，拟以现金6.96亿元收购浙江索特60%股权，浙江索特整体估值11.6亿元。 2021年7月，帝科股份启动对江苏索特100%股权的收购，交易作价12.47亿元，核心目的是获 ...

Investment Rating - The report maintains a "Positive" investment rating for the photovoltaic industry [9] Core Insights - The current round of anti-involution in the photovoltaic sector is marked by a more mature and pragmatic approach compared to the previous round, initiated by a series of policy and corporate events starting from late June [3][6] - The government has shown increased attention and clearer communication regarding the photovoltaic industry, with higher-level officials participating in discussions and setting more stringent regulations [6][22] - Companies and industry associations are taking proactive steps to address issues, demonstrating a higher degree of consensus and commitment to compliance with pricing regulations [6][26] Summary by Sections Overview - The report highlights that the current anti-involution measures are more mature and pragmatic than previous efforts, with significant developments in both policy and corporate actions since late June [3][6] Government and Corporate Attitudes - Government officials have publicly emphasized the need to regulate low-price competition and improve product quality, with more structured meetings and discussions involving higher-level participants [6][18] - Companies have taken the initiative to propose practical solutions and have shown a stronger commitment to enforcing pricing regulations, leading to a more unified industry response [6][26] Capacity and Production Measures - The focus has shifted from quota-based production limits to a strategy of consolidating capacity, particularly in the silicon material sector, where leading companies are acquiring smaller firms to manage supply and demand effectively [6][28] Pricing Measures - The current measures extend price controls beyond just components to include silicon materials, silicon wafers, batteries, and modules, with a higher baseline price established compared to previous rounds [6][36] - Recent price increases have been observed across all segments, with silicon material prices rising significantly, indicating a recovery towards reasonable levels [7][42] Investment Opportunities - The report identifies significant investment opportunities in silicon materials and battery components, highlighting specific companies such as Tongwei Co., GCL-Poly Energy, and LONGi Green Energy as key players to watch [7][36]

Core Viewpoint - Dike Co., Ltd. plans to acquire 60% of Zhejiang Sote Materials Technology Co., Ltd. for 696 million yuan, which will make Zhejiang Sote a subsidiary and allow Dike to control the Solamet® photovoltaic silver paste business previously under DuPont Group [2] Group 1: Acquisition Details - The acquisition will be completed through a cash transaction of 696 million yuan, and it constitutes a related party transaction due to performance compensation commitments made by the controlling shareholder, Shi Weili [2] - A supplementary agreement was signed to redefine the performance compensation calculation period, payment duration, and asset impairment compensation [2] - Shi Weili has committed that Zhejiang Sote's audited net profits for the years 2025 to 2027 will not be less than 68.1 million yuan, 90.8 million yuan, and 128.1 million yuan respectively, totaling at least 287 million yuan [2] Group 2: Financial Performance of Zhejiang Sote - As of May 31, 2025, Zhejiang Sote's total assets are 2.965 billion yuan, total liabilities are 2.298 billion yuan, and net assets are 666.5 million yuan [3] - For the period of January to May 2025, Zhejiang Sote reported operating revenue of 2.278 billion yuan, operating profit of 60.76 million yuan, and net profit of 43.49 million yuan [3] Group 3: Historical Context - In December 2021, Dike Co. announced a plan to acquire 100% of Zhejiang Sote for 1.247 billion yuan through a share issuance, but the acquisition was terminated in September 2022 due to disagreements on core terms with some counterparties [4] Group 4: Company Overview - Dike Co., Ltd. was established on July 15, 2010, and listed on June 18, 2020, focusing on the research, production, and sales of high-performance electronic materials [9]

Audit Opinion - The audit report concludes that the financial statements of Zhejiang Suote Material Technology Co., Ltd. fairly reflect the company's financial position as of May 31, 2025, December 31, 2024, and December 31, 2023, in accordance with accounting standards [2][3]. Management and Governance Responsibilities - The management is responsible for preparing the financial statements in accordance with accounting standards and ensuring that they are free from material misstatement due to fraud or error [3]. - The governance body oversees the financial reporting process [3]. Auditor's Responsibilities - The auditor's goal is to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error [4]. - The auditor communicates with the governance body regarding the planned audit scope, timing, and significant findings [5]. Financial Position - As of May 31, 2025, total assets amounted to approximately 2.96 billion RMB, an increase from 2.41 billion RMB in 2024 and 1.58 billion RMB in 2023 [6][8]. - Current assets totaled approximately 2.31 billion RMB in 2025, compared to 1.73 billion RMB in 2024 and 861.95 million RMB in 2023 [6][7]. Liabilities and Equity - Total liabilities as of May 31, 2025, were approximately 2.30 billion RMB, up from 1.79 billion RMB in 2024 and 532.06 million RMB in 2023 [8][9]. - Shareholders' equity was approximately 666.55 million RMB in 2025, compared to 622.80 million RMB in 2024 and 1.05 billion RMB in 2023 [8]. Income Statement - For the period of January to May 2025, total operating revenue was approximately 2.28 billion RMB, a decrease from 3.55 billion RMB in 2024 and an increase from 1.26 billion RMB in 2023 [9][10]. - Total operating costs for the same period were approximately 2.20 billion RMB, compared to 3.36 billion RMB in 2024 and 1.24 billion RMB in 2023 [9][10]. Cash Flow - Net cash flow from operating activities for January to May 2025 was approximately 1.65 billion RMB, compared to 2.84 billion RMB in 2024 and 1.02 billion RMB in 2023 [10].

Core Viewpoint - The company Wuxi Dike Electronic Materials Co., Ltd. plans to acquire 60% of Zhejiang Suote Material Technology Co., Ltd. for a cash consideration of 696 million yuan, which constitutes a related party transaction but does not meet the criteria for a major asset restructuring under relevant regulations [1] Financial Summary - The net assets of Zhejiang Suote decreased significantly from 1,049.78 million yuan at the end of 2023 to 622.80 million yuan at the end of 2024, a reduction of 427.04 million yuan due to share buybacks from two investors [1][2] - The total assets of Zhejiang Suote increased by 52.60% from 1,581.83 million yuan in 2023 to 2,413.82 million yuan in 2024, while total liabilities surged by 236.62% from 532.06 million yuan to 1,791.02 million yuan [2][3] - The asset-liability ratio rose from 33.64% in 2023 to 74.20% in 2024, an increase of 40.56 percentage points, primarily due to the rapid growth in operating assets and liabilities [3][4] Operational Performance - Zhejiang Suote's operating revenue grew significantly from 1,261.08 million yuan in 2023 to 3,553.32 million yuan in 2024, reflecting a strong market position in the photovoltaic industry [3][4] - The company experienced substantial increases in accounts receivable, inventory, and accounts payable, which contributed to the rise in both total assets and liabilities [4][8] Transaction Independence - The share buyback actions by Zhejiang Suote's shareholders were independent and based on their financial planning, with no intent to circumvent major asset restructuring regulations [5][6] - The timing of the share buyback and the acquisition transaction were independent, with the buyback occurring in late 2024 and the acquisition discussions starting in early 2025 [5][6]

Core Viewpoint - Wuxi Dike Electronic Materials Co., Ltd. is undergoing a cash acquisition of 60% equity in Zhejiang Suote Material Technology Co., Ltd., with significant financial performance improvements reported for 2024 compared to 2023, raising questions about sustainability and reliability of these results [1][2][3] Financial Performance Summary - Zhejiang Suote's revenue for 2024 reached 3.55 billion yuan, a 181.77% increase from 1.26 billion yuan in 2023 [2][11] - Net profit for 2024 was 50.91 million yuan, a 505.33% increase from a loss of 12.56 million yuan in 2023 [2][11] - The gross profit margin slightly decreased to 9.82% in 2024 from 9.88% in 2023 [2][11] - Accounts receivable increased by 128.86% to 1.20 billion yuan in 2024, indicating a growing reliance on credit [2][3] Customer Base and Market Position - The top ten customers accounted for 93.20% of total revenue in 2024, up from 87.41% in 2023, indicating a concentration in customer base [5][8] - Major clients include leading companies in the photovoltaic industry, enhancing Zhejiang Suote's market reputation [5][8] Asset and Liability Changes - Total assets increased by 52.60% to 2.41 billion yuan in 2024, while total liabilities surged by 236.62% to 1.79 billion yuan [9][10] - The asset-liability ratio rose to 74.20% in 2024 from 33.64% in 2023, reflecting increased financial leverage [9][10] Future Outlook and Valuation - The company anticipates continued revenue growth driven by the photovoltaic industry's expansion and technological advancements, particularly in N-type battery technology [12][13] - Future revenue projections for 2025 to 2029 indicate a steady increase, with expected revenues reaching approximately 4.89 billion yuan by 2029 [12][13] Goodwill and Impairment Testing - The acquisition is expected to generate goodwill of approximately 474.92 million yuan, with no indications of impairment found during the latest testing [14][17]

Core Viewpoint - The assessment report by Zhongshui Zhiyuan Asset Appraisal Co., Ltd. regarding Wuxi Dike Electronic Materials Co., Ltd.'s acquisition of Zhejiang Suote Material Technology Co., Ltd. indicates a significant increase in the valuation of the target company, with a total equity value of 1.163 billion yuan, reflecting an appreciation of 518 million yuan compared to the book net assets of 645 million yuan, resulting in a valuation increase rate of approximately 80.4% [2][3][4]. Group 1: Financial Projections and Valuation - The projected sales volume of conductive silver paste for Zhejiang Suote is expected to grow significantly, with sales forecasted to reach 947 tons by 2028, reflecting a compound annual growth rate (CAGR) of 12.60% from 2024 to 2029 [17][18]. - The revenue from the main business, primarily from photovoltaic conductive silver paste, is projected to increase from 279.4 million yuan in 2025 to 489.8 million yuan by 2029 [18][19]. - The cost structure indicates that direct material costs, primarily silver powder, account for over 99% of the main business costs, making the company highly sensitive to fluctuations in silver prices [19][21]. Group 2: Industry Trends and Market Position - The global photovoltaic industry is experiencing rapid growth, with new installations expected to reach 530 GW in 2024, a year-on-year increase of approximately 35.9% [5][6]. - The photovoltaic silver paste market is projected to grow at a CAGR of 19.9% from 2020 to 2029, driven by technological advancements and increased demand for high-efficiency solar cells [8][9]. - Zhejiang Suote has established itself as a leading player in the photovoltaic silver paste industry, maintaining a competitive edge through continuous innovation and a robust patent portfolio [9][10][14]. Group 3: Technological Advancements and R&D - Zhejiang Suote has developed a comprehensive technology roadmap covering all technical routes for photovoltaic conductive silver paste, including innovations in low-silver metallization technologies [14][15]. - The company has achieved significant breakthroughs in laser carrier injection metallization technology, which has become a standard process for TOPCon cells, enhancing conversion efficiency and reducing production costs [10][14]. - Ongoing R&D efforts focus on adapting to market trends and developing customized solutions for specific applications, ensuring the company remains at the forefront of technological advancements in the industry [15][16].

Core Viewpoint - The acquisition of Zhejiang Suote by Dike Co., Ltd. is a strategic move to enhance industry integration and upgrade, aligning with the ongoing "anti-involution" trend in the photovoltaic industry [1][4]. Group 1: Acquisition Details - Dike Co., Ltd. announced the cash acquisition of 60% equity in Zhejiang Suote, with a supplementary agreement to protect the interests of minority shareholders [1]. - The performance commitment from the controlling shareholder, Mr. Shi Weili, includes a net profit guarantee of no less than 68.1 million yuan, 90.8 million yuan, and 128.1 million yuan for the years 2025, 2026, and 2027 respectively, totaling a minimum of 287 million yuan [2]. Group 2: Technological Synergy - The acquisition will allow Dike Co. to gain control over the Solamet photovoltaic silver paste business, which has a strong technological foundation and a history of innovation [2][3]. - Solamet's advanced technologies, such as the Pb-Te-O patented glass material and LECO laser carrier injection technology, are expected to enhance Dike's product offerings and market competitiveness [3]. Group 3: Market Context and Growth Strategy - The photovoltaic industry has faced challenges such as overcapacity and price wars, prompting a shift towards high-quality development as emphasized by recent government policies [4]. - Dike Co. aims to optimize its business structure by acquiring quality assets, positioning itself to seize growth opportunities in a recovering market [4]. - The company is also exploring high-copper paste solutions to reduce costs and mitigate the impact of silver price fluctuations, which is expected to open new growth avenues [5].

SHANGHA IQE ONE III HAZU 上海市通力律师事务所 关于无锡帝科电子材料股份有限公司现金收购浙江索特材料科技 有限公司 60%股权之专项法律意见书 致:无锡帝科电子材料股份有限公司 敬启者: 上海市通力律师事务所(以下简称"本所")根据无锡帝科电子材料股份有限公司 (以下简称"帝科股份"或"公司"或"上市公司")的委托,指派陈鹏律师、骆沙舟 律师(以下简称"本所律师")作为帝科股份现金收购浙江索特材料科技有限公司(以 下简称"浙江索特"或"标的公司")60%股权(以下简称"本次交易")的专项法律顾 问。现根据深圳证券交易所创业板公司管理部于 2025年5月 30日出具的《关于对无锡 帝科电子材料股份有限公司的问询函》(创业板间询函[2025]第 72 号)以及帝科股份的 要求,特就有关事宜出具本专项法律意见书。 问题 2:公告显示,本次交易收购浙江索特的交易对方为安吉拔萃基金、无锡竹宇 i 投资、新沂汇瑾投资,交易对方与前次交易有所不同,且浙江索特股东发生过多 次变更。请你公司进一步补充梳理浙江索特发起设立目的、历次股权变动情况和 变动原因,并结合前述回复分析说明你公司本次交易、前次交易以 ...

浙江索特材料科技有限公司 2023 年度、2024 年度、2025 年 1-5 月财务报表审计报告 [2025]京会兴审字第 00300133 号 | | | | 一、审计报告 | | 页 1—3 | | --- | --- | --- | | 二、审计报告附件 | | | | 合并资产负债表 1、 | | 页 4—5 | | 2、 母公司资产负债表 | | 6—7 页 | | 3、 合并利润表 | | 页 8 | | 4、 母公司利润表 | | 9 页 | | 5、 合并现金流量表 | | 页 10 | | 6、 母公司现金流量表 | | 11 页 | | 7、 | 合并所有者权益变动表 | 12—14 页 | | 8、 | 母公司所有者权益变动表 | 15—17 页 | | 9、 财务报表附注 | | 18—111 页 | 审 计 报 告 [2025]京会兴审字第 00300133 号 浙江索特材料科技有限公司全体股东： （一）审计意见 我们审计了后附的浙江索特材料科技有限公司（原名江苏索特电子材料有限 公司，以下简称"浙江索特科技"）的财务报表，包括 2025 年 5 月 31 日、2024 年 12 ...