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].
*ST威尔: 华泰联合证券有限责任公司关于本次交易符合《上市公司重大资产重组管理办法》 第十一条及不适用第四十三条、 第四十四条规定的核查意见