Ribo Fashion(SH:603196) Xin Lang Cai Jing·2026-01-05 09:37Core Viewpoint - The acquisition of a 71% stake in Sichuan Yindile Material Technology Group by Ribor Fashion has received approval from the CSRC, marking a strategic move into the lithium battery adhesive market, where Yindile holds a significant market share of 49% in PAA adhesives [1] Group 1: Acquisition Details - Ribor Fashion's acquisition of Yindile is driven by its actual controller, Liang Feng, who is also the founder of another listed company, Putailai, focusing on key materials for lithium-ion batteries [1] - The valuation report indicates that as of December 31, 2024, Yindile's total equity is valued at 2.005 billion yuan, reflecting an increase of 1.019 billion yuan over its book value, resulting in a growth rate of 103.40% [1] - Post-acquisition, Ribor Fashion will incur an additional goodwill of 640 million yuan, which will represent 20.90% of total assets and 31.61% of net assets, potentially leading to impairment risks in the future [1] Group 2: Financial Performance - Yindile's financial performance is strong, with net profits of 181 million yuan in 2023, projected to grow to 204 million yuan in 2024, and 130 million yuan in the first five months of 2025, maintaining gross margins of 52.42%, 51.71%, and 55.72% respectively [1] - The performance commitment for Yindile from 2025 to 2027 includes net profits of no less than 216 million yuan, 225 million yuan, and 233 million yuan, indicating limited growth compared to the 204 million yuan expected in 2024 [2] Group 3: Challenges and Market Conditions - The stark differences between the apparel and lithium battery adhesive industries pose significant challenges for Ribor Fashion in terms of management structure, financial independence, and sustaining traditional apparel operations after cash reserves are depleted [2] - Ribor Fashion has previously attempted a transformation by planning to acquire 100% of Shanghai Jinyuansheng New Energy Materials Co., but this was halted due to complexities in due diligence and asset evaluation [2] - The company's main business has shown weakness, with a revenue drop of 15.68% to 866 million yuan in 2024, and a net loss of 159 million yuan, erasing profits from the previous three years [2]