Ribo Fashion(SH:603196) Xin Hua She·2025-12-22 13:06Core Viewpoint - The acquisition of 71% stake in Sichuan Yindile Material Technology Group by Ribo Fashion Group is a meticulously designed capital operation that successfully avoids restructuring listing review constraints, thereby shortening the review chain and reducing rejection risks [1][2]. Group 1: Transaction Structure - Ribo Fashion plans to acquire Yindile for 1.42 billion yuan through a combination of shares and cash, while also issuing shares to raise matching funds from its controlling shareholder Liang Feng [2]. - The transaction structure does not constitute a restructuring listing, making it a model for "reverse mergers" in the A-share market over the past two years [1][2]. - The acquisition is designed to bypass the "restructuring listing" review by ensuring that the transaction does not involve purchasing assets from the new actual controller or its affiliates [4]. Group 2: Regulatory Compliance - The acquisition meets two of the three criteria for restructuring listing: the control change occurs within 36 months, and the asset scale exceeds 100% of the company's financial metrics [3][4]. - Yindile's total assets and net assets exceed Ribo Fashion's by 36.87% and 123.28% respectively, fulfilling the financial metrics requirement [3]. - The third criterion, which involves purchasing assets from the new actual controller or its affiliates, is avoided by acquiring shares from other shareholders [4]. Group 3: Financial Performance - Yindile's financial indicators show strong performance, with a gross profit margin of 55.72% and a low static price-to-earnings ratio of 9.84 times, which is below the industry average of 12 times [6]. - The company has a solid customer base, primarily consisting of industry leaders, which enhances its market position [5]. - The acquisition includes a three-year performance commitment, with net profits set to not be less than 216 million yuan, 225 million yuan, and 233 million yuan for the years 2025 to 2027 [6]. Group 4: Strategic Implications - The acquisition is a significant step for Ribo Fashion, transitioning it into a dual business model of "apparel + lithium battery adhesives" [8]. - The deal leaves open questions regarding the future handling of Ribo Fashion's apparel assets and the potential acquisition of the remaining 29% stake in Yindile [9][10]. - Liang Feng's strategic positioning in the capital market and his previous experience in fund management play a crucial role in the success of this acquisition [7][8].