浙江索特材料科技有限公司 [2025]京会兴审字第 00300133 号 | | 目 | 录 | | --- | --- | --- | | 一、审计报告 | | 1—3 页 | 我们认为，后附的财务报表在所有重大方面按照企业会计准则的规定编制， 公允反映了公司 2025 年 5 月 31 日、2024 年 12 月 31 日、2023 年 12 月 31 日的合 并及母公司财务状况以及 2025 年 1-5 月、2024 年度、2023 年度的合并及母公司 经营成果和合并及母公司现金流量。 （二）形成审计意见的基础 我们按照中国注册会计师审计准则的规定执行了审计工作。审计报告的"注 册会计师对财务报表审计的责任"部分进一步阐述了我们在这些准则下的责任。 按照中国注册会计师职业道德守则，我们独立于公司，并履行了职业道德方面的 其他责任。我们相信，我们获取的审计证据是充分、适当的，为发表审计意见提 供了基础。 （三）管理层和治理层对财务报表的责任 二、审计报告附件 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 ...

Group 1 - The core business of Dingjia Precision is the design, research and development, production, and sales of functional and protective products for consumer electronics, with applications in laptops, tablets, smartphones, and other devices [2] - The company has developed several core technologies, including multi-layer combination asynchronous processing and automated positioning cutting, and has obtained 208 patents as of March 31, 2025 [2] - Dingjia Precision has established long-term relationships with major clients, including Compal Electronics and Delta Electronics, with products ultimately used by well-known brands like Dell and HP [2] Group 2 - Dingjia Precision faces customer concentration risk, with sales to Compal Electronics accounting for 59.48%, 58.69%, and 56.83% of total revenue from 2022 to 2024 [3] - The company has internal control risks due to the significant control held by its actual controllers, which could lead to decisions that favor their interests over those of other shareholders [3]

证券代码：002058 证券简称：*ST 威尔 上市地：深圳证券交易所 "上市公司"或 华泰联合证券有限责任公司 关于上海威尔泰工业自动化股份有限公司 重大资产购买暨关联交易 之 独立财务顾问报告 独立财务顾问 签署日期：2025 年 7 月 华泰联合证券有限责任公司 独立财务顾问报告 独立财务顾问声明和承诺 华泰联合证券有限责任公司（以下简称"华泰联合"、"本独立财务顾问"） 接受上海威尔泰工业自动化股份有限公司（以下简称"威尔泰"、 "公司"）委托，担任本次重大资产购买暨关联交易（以下简称"本次交易"）的 独立财务顾问，就该事项向上市公司全体股东提供独立意见，并制作本独立财务 顾问报告。 本独立财务顾问核查意见是依据《中华人民共和国公司法》、 《中华人民共和 国证券法》、 《上市公司重大资产重组管理办法》、 《上市公司并购重组财务顾问业 、《公开发行证券的公司信息披露内容与格式准则第 26 号——上市 务管理办法》 《上市公司监管指引第 9 号——上市公司筹划和实施重大资 公司重大资产重组》、 产重组的监管要求》、和《深圳证券交易所上市公司重大资产重组审核规则》等 法律法规及文件的规定和要求，以及证券行业 ...

Core Viewpoint - The company plans to transfer 27.89% of its stake in Shanghai Zijiang New Materials Technology Co., Ltd. to Shanghai Weitai Industrial Automation Co., Ltd. for RMB 298.52 million, while retaining a 31.05% stake post-transaction [1][2][3] Summary by Sections Transaction Overview - The company holds 58.94% of Zijiang New Materials and intends to transfer 16,562,301 shares, representing 27.89% of the total shares, to Weitai [2][3] - The transaction is classified as a related party transaction and does not constitute a major asset restructuring [1][2] - Approval from Weitai's shareholders and relevant regulatory bodies is required for the transaction to proceed [1][5] Financial Details - The valuation of Zijiang New Materials was assessed at RMB 1.1 billion, reflecting a net asset appreciation of RMB 564.996 million, with an appreciation rate of 105.61% [3][14] - The agreed transfer price of RMB 298.52 million is based on the assessed value, with a payment structure involving installments [3][23] Related Party Transaction - The transaction involves related parties, as Weitai is controlled by the same individual as the company, and there are no other significant related transactions in the past 12 months [2][6][8] - The company’s board approved the transaction with a majority vote, and independent directors reviewed it prior to the board meeting [5][27] Impact on Company - The transaction is expected to positively influence the company's net profit by approximately RMB 250 million for the fiscal year 2025 [26] - Post-transaction, Zijiang New Materials will no longer be included in the company's consolidated financial statements, clarifying the company's core business focus [26][27] Regulatory Compliance - The transaction must comply with relevant legal and regulatory requirements, including approvals from Weitai's shareholders and other necessary permits [5][27] - The company has ensured that the transaction adheres to market principles and does not harm the interests of shareholders [26]

Overview - The company plans to acquire at least 51% of Zhejiang Guangda Electronic Technology Co., Ltd. through cash payment, with the final transaction price to be determined after due diligence and negotiation [1][2][11] - The acquisition is expected to constitute a major asset restructuring as defined by the regulations [2][11] - The transaction involves related parties, as the actual controller of Guangda Electronic is Wang Zhongnan, the son of the company's actual controller Wang Dawu [2][11] Transaction Details - The acquisition will not involve the issuance of new shares, and the actual control of the listed company will remain unchanged after the transaction [2][11] - The transaction is still in the planning stage, and there are uncertainties regarding the final agreement [2][11] - The company will hire a securities service institution to conduct due diligence and will disclose relevant plans or reports within six months from the announcement [2][11] Target Company Information - Zhejiang Guangda Electronic Technology Co., Ltd. was established on March 24, 2010, with a registered capital of approximately 48.7 million yuan [7][8] - The company specializes in the research, production, and sales of electronic paste products, particularly TOPCon battery silver paste, which is used in solar cells [7][8] - Guangda Electronic has developed its core raw materials and maintains stable partnerships with well-known manufacturers in the solar energy sector [8] Impact on the Company - Upon completion of the transaction, Guangda Electronic will become a subsidiary of the listed company, expanding its business into conductive silver paste, thereby enhancing its product offerings in the electrical materials industry [11] - The acquisition is expected to create synergies in silver powder preparation processes and cost reduction, contributing to new profit growth and improving the company's overall competitiveness [11]

Core Viewpoint - Jiangsu Huahai Chengke New Materials Co., Ltd. plans to issue shares to acquire all equity interests of Hengsuo Huawei Electronics Co., Ltd., with an asset valuation report prepared by Tianyuan Asset Appraisal Co., Ltd. [1][4] Group 1: Valuation Overview - The valuation report is based on the Chinese Asset Valuation Standards and aims to provide a value reference for the share issuance [2][4] - The assessment date for the market value of Hengsuo Huawei's equity is set for October 31, 2024 [6][7] - The valuation methods employed include asset-based, market, and income approaches [6][4] Group 2: Financial Metrics - As of the assessment date, Hengsuo Huawei's total assets amount to CNY 521,559,796.70, with total liabilities of CNY 118,517,547.57, resulting in equity of CNY 403,042,249.13 [6][15] - The market value of the assessed equity is determined to be CNY 1,658,000,000 (CNY 165,800.00 million), reflecting an increase of CNY 1,265,086,000 compared to the consolidated financial statements, with a growth rate of 321.98% [6][4] - The valuation also shows an increase of CNY 1,254,957,800 compared to the parent company's standalone financial statements, with a growth rate of 311.37% [6][4] Group 3: Ownership Structure - Hengsuo Huawei was established in October 2000, with initial capital contributions from Lianyungang Huawei Electronics Group Co., Ltd. and Shenzhen Zhongdian Investment Co., Ltd. [8][10] - The current ownership structure includes various stakeholders, with Lianyungang Huawei holding a significant portion of the equity [10][12] - The report outlines the historical changes in ownership and capital structure, including multiple rounds of equity transfers and capital increases [10][14]

Core Viewpoint - The company intends to acquire 7,759,000 shares of Guangdong Lair Technology Co., Ltd., representing 5.00% of its total share capital, at a price of 19.74 yuan per share, totaling 153,162,660 yuan, to enhance strategic cooperation in various high-tech fields [1][2][3] Transaction Overview - The transaction involves the acquisition of shares from Guangdong Tenair Investment Co., Ltd. to promote strategic collaboration in automotive electronics, new energy batteries, low-altitude flight, humanoid robots, and AI servers [2][3] - The shares will be acquired at a price of 19.74 yuan per share, based on the closing price on the trading day prior to the agreement [4][12] - The funding for the acquisition will come from the company's own funds [4][12] Purpose and Reason for the Transaction - The acquisition aims to establish a strategic partnership with Lair Technology, facilitating resource integration and enhancing competitiveness in emerging fields [3][11] - The collaboration is expected to improve shareholder returns and expand market reach, particularly in the domestic market for automotive and electronic products [3][11] Nature of the Transaction - The transaction is classified as a related party transaction due to the involvement of a related party, De Xin Venture Capital Co., Ltd., which holds a minor stake in Lair Technology [2][3] - The transaction does not constitute a major asset restructuring as defined by relevant regulations [2][3] Financial Performance of Lair Technology - Lair Technology reported a revenue of 526 million yuan for the year 2024, a year-on-year increase of 19.95%, and a net profit of 37 million yuan, up 27.69% [11] - For the first quarter of 2025, the company achieved a revenue of 165 million yuan, representing a 65.94% year-on-year growth, with a net profit of 11 million yuan, up 27.87% [11][10] Strategic Cooperation Framework - The strategic cooperation will focus on joint research and development, leveraging each company's strengths in technology and market channels to create a global collaborative sales system [16][17] - The partnership aims to explore supply chain collaboration and joint investment opportunities in various high-tech sectors [16][17]

每经AI快讯，南亚新材（SH 688519，收盘价：44.8元）6月30日晚间发布公告称，截至本公告披露之 日，南亚新材料科技股份有限公司董事张东先生直接持有公司股份约168万股，通过上海南亚科技集团 有限公司间接持有公司股份约696万股，合计持有公司股份约863万股，占公司总股本的约3.62%；董事 郑晓远先生直接持有公司股份约241万股，通过上海南亚科技集团有限公司间接持有公司股份约865万 股，合计持有公司股份约1107万股，占公司总股本的约4.64%；董事耿洪斌先生直接持有公司股份约 138万股，通过上海南亚科技集团有限公司间接持有公司股份约512万股，合计持有公司股份约649万 股，占公司总股本的约2.72%；董事崔荣华先生直接持有公司股份约39万股，通过上海南亚科技集团有 限公司间接持有公司股份约139万股，合计持有公司股份约177万股，占公司总股本的0.743%；相关董 事股份来源于公司首次公开发行前持有的股份直接持有及间接持有部分已分别于2022年2月18日、2024 年2月19日解除限售并上市流通。监事陈小东先生直接持有公司股份约3.47万股，通过上海南亚科技集 团有限公司间接持有公司股份约 ...

Core Points - The company is named Grace Fabric Technology Co., Ltd., established as a joint-stock company in accordance with Chinese laws and regulations [1][2] - The registered capital of the company is RMB 879.7275 million [2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 87.8 million shares, which were listed on the Shanghai Stock Exchange on July 19, 2019 [1][2] Company Structure - The company is a permanent joint-stock company and operates as an independent legal entity under Chinese law [2] - The legal representative of the company is the chairman of the board, who is responsible for executing company affairs [2][3] - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [2][3] Business Objectives and Scope - The company's business objectives emphasize integrity, diligence, and enthusiasm [4] - The business scope includes manufacturing and sales of fiberglass and electronic materials, as well as technology services and development [4][5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [5] - The company has issued a total of 87,972.75 million shares, all of which are ordinary shares with a par value of RMB 1 [5][6] - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, and converting reserves into capital [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to dividends and other benefits proportional to their shareholdings [10][11] - Shareholders holding more than 3% of shares for over 180 days can request to inspect the company's accounting books [11] - Shareholders are obligated to comply with laws and regulations, and misuse of shareholder rights can lead to liability for damages [15][16] Governance and Meetings - The company’s shareholders' meeting is the highest authority, responsible for electing directors, approving financial reports, and making significant corporate decisions [17][18] - The company must hold an annual shareholders' meeting within six months after the end of the fiscal year [19] - Shareholders can propose agenda items for meetings, and the company must notify shareholders of meeting details in advance [27][28]

Core Viewpoint - The company, Tongyu Advanced Materials (Guangdong) Co., Ltd, is planning to issue shares for listing on the ChiNext board, aiming to expand its production capacity of electronic resins, primarily used in copper-clad laminate production, to meet increasing customer demand and enhance domestic production levels [1][2][3]. Group 1: Company Overview - The main business of the company is the research, production, and sales of electronic resins, which are primarily applied in the production of copper-clad laminates [2][21]. - The company has a production capacity utilization rate of 100.04%, 105.93%, and 116.37% over the reporting periods, indicating a tight capacity situation [3][4]. - The company aims to enhance its production capacity significantly through the fundraising project, targeting an annual production capacity of 200,000 tons of electronic resins [3][17]. Group 2: Financial and Operational Goals - The funds raised will be used for the construction of the Jiangxi Tongyu New Materials Co., Ltd. project and to supplement working capital, which is crucial for resolving capacity bottlenecks and improving profitability [3][20]. - The company reported main business revenues of 119,243.27 million yuan, 88,604.31 million yuan, and 94,984.04 million yuan for the years 2022, 2023, and 2024 respectively, showing fluctuations in revenue [21][24]. Group 3: Market Position and Competition - The company is positioned in a growing market for high-performance electronic resins, with increasing demand driven by the upgrade of copper-clad laminate products towards lead-free and halogen-free options [17][24]. - The company has established long-term stable partnerships with leading manufacturers in the copper-clad laminate industry, such as Nan Ya Plastics, Kingboard Group, and others, enhancing its competitive position [24].