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帝科股份: 兴业证券关于帝科股份现金收购浙江索特材料科技有限公司60%股权暨关联交易项目之专项核查意见
Zheng Quan Zhi Xing·2025-07-25 16:26

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]