根据公告，日播时尚拟以14.2亿元通过发行股份及支付现金的方式收购四川茵地乐材料科技集团有限公 司（以下简称"茵地乐"）71%股权，同步募集配套资金1.558亿元。 本报讯 （记者张文湘见习记者占健宇）12月11日，日播时尚集团股份有限公司（以下简称"日播时 尚"）发布公告称，公司发行股份及支付现金购买资产并募集配套资金暨关联交易事项已获得上海证券 交易所并购重组审核委员会审核通过。 （文章来源：证券日报） 公告显示，本次交易前，日播时尚主营业务为精品服装的创意设计、材料及工艺技术研发及生产销售， 专注于中高端时尚女装领域。茵地乐主营业务为锂电池粘结剂的研发、生产与销售。本次交易完成后， 日播时尚将进一步丰富业务类型，形成"服装+锂电池粘结剂"的双主业经营格局，有助于拓宽盈利来 源，提高公司的核心竞争力，实现业务拓展和利润增长。 ...

女装卖不动了，就花14.2亿买锂电材料公司，日播时尚的跨界并购于12月10日过会。 两次重组目标均为实控人梁丰持股的资产，但策略明显不同。前次计划完全置出原有业务，实现彻底转 型；此次则保留女装业务，采取渐进式转型路径。 日播时尚的跨界豪赌面临多重风险。首先便是商誉减值风险，6.4亿元的商誉相当于公司2025年一季度 末净资产的几乎全部。 这家以中高端女装为主营业务的公司，计划斥资14.2亿元收购锂电池粘结剂企业茵地乐71%股权，将业 务版图扩展至新能源材料领域。 主业不振推动跨界转型。日播时尚作为传统女装企业，近年来面临增长困境。2024年公司归母净利润亏 损高达1.59亿元，一举吞噬了过往三年累计利润。 标的资产茵地乐全部权益评估值为20.05亿元，较其账面净资产增值103.40%。根据最新调整后的方案， 若交割在2025年底前完成，茵地乐2025——2027年承诺净利润分别不低于2.16亿元、2.25亿元、2.33亿 元。2023年、2024年及2025年1—9月，茵地乐分别实现净利润1.81亿元、2.04亿元和2.47亿元。 本次交易总价14.2亿元，其中股份支付11.61亿元，现金支付2.59亿元。 ...

1.请上市公司代表结合梁丰及其控制的主体与本次交易其他交易对方及相关主体之间存在的共同投资关系、标的公司股权变动情况及 入股资金来源、梁丰在标的公司治理及经营管理中发挥的作用等，说明认定标的公司无实际控制人的理由及合理性。请独立财务顾问代 表、律师代表发表明确意见。 2.请上市公司代表结合标的公司所处行业发展趋势、技术演变、市场空间以及报告期产品收入和销量变化等，说明销售收入和毛利率 预测的合理性、谨慎性。请独立财务顾问代表、评估师代表发表明确意见。 需进一步落实事项： 无。 中国经济网北京12月11日讯 上海证券交易所并购重组审核委员会2025年第21次审议会议于2025年12月10日召开，审议结果显示，日 播时尚集团股份有限公司（股票简称：日播时尚，603196.SH）发行股份购买资产符合重组条件和信息披露要求。 重组委会议现场问询的主要问题： 日播时尚本次拟募集配套资金15,580.00万元，不超过发行股份购买资产交易价格的100%。本次拟募集配套资金发行股票的数量为 20,000,000股，不超过本次发行股份及支付现金购买资产完成后上市公司总股本的30%。本次募集配套资金的发行价格为7.79元/股，不 ...

Core Viewpoint - Ribo Fashion Group plans to acquire 71% of Sichuan Yindile Material Technology Group for a transaction price of 1.42 billion yuan, aiming to diversify its business into lithium battery binder production, which is experiencing high demand due to the growth of the new energy industry [2][4]. Group 1: Transaction Details - The acquisition will be executed through a combination of issuing shares and cash payments, with the company also raising supporting funds [2]. - The performance commitment period has been adjusted to cover the fiscal years 2025, 2026, and 2027, with minimum audited net profit targets set at 216 million yuan, 225 million yuan, and 233 million yuan respectively [2]. - If the transaction closes after December 31, 2025, the performance commitment period will be extended to 2026, 2027, and 2028, with corresponding adjustments to the profit targets [2]. Group 2: Share Lock-up and Release Rules - The revised plan has stricter unlocking rules, removing previous provisions that allowed for share release based on cumulative performance achievements [3]. - The lock-up period for shares acquired through this transaction has been extended to 24 months if the underlying equity has been held for over 12 months, and 36 months if held for less [3]. - The actual controller of the company and related parties have committed not to reduce their holdings before the transaction is completed and for 36 months thereafter [3]. Group 3: Industry Context and Strategic Rationale - Yindile is a leading company in the research, production, and sales of lithium battery binders, specifically PAA-based water-based binders, holding a 49% market share in the domestic market for this product [4]. - The acquisition aligns with the growing demand for lithium battery binders driven by the rapid expansion of the new energy sector, providing Ribo Fashion with new growth opportunities and risk diversification [5]. - The move is seen as a strategic response to the competitive pressures in the apparel industry, allowing the company to leverage Yindile's market position and technological advantages [5].

Core Viewpoint - The company 日播时尚 is pursuing a strategic acquisition of 71% equity in 茵地乐 for 1.42 billion yuan, aiming to diversify its business into the lithium battery adhesive sector, reflecting a shift from its traditional apparel focus [2][4][5]. Acquisition Details - The acquisition price for 茵地乐 is set at 1.42 billion yuan, with an estimated total equity value of 2.005 billion yuan based on the income approach [4]. - The projected net profit for 茵地乐 in 2024 is 204 million yuan, with a net asset value of 986 million yuan, resulting in a price-to-earnings ratio of 9.84 and a price-to-book ratio of 2.03 [4]. - The expected revenue growth for 茵地乐 is from 692 million yuan in 2025 to 903 million yuan by 2030, indicating a compound annual growth rate (CAGR) of 5.47% [4]. - The sales volume is projected to increase from 655,000 tons in 2025 to 957,000 tons by 2030, with a CAGR of 7.88% [4]. Market Context - The growth rates for 茵地乐's products are aligned with the expanding markets for new energy, power batteries, and energy storage, suggesting a robust demand outlook [4]. - The concentration of sales revenue from the top five customers is high, accounting for 61.11%, 63.75%, and 62.9% in recent years, indicating a stable customer structure [4]. Company Background - 日播时尚, established in 1995, has faced challenges in its core apparel business, with a notable decline in revenue and profitability in recent years [8]. - The company reported a revenue of 378 million yuan in the first half of the year, a year-on-year decrease of 7.92%, but achieved a net profit of 38.29 million yuan, marking a return to profitability [8][9]. - The decline in revenue is attributed to a reduction in the number of stores, with a total of 556 stores as of June, down by 75 from the previous year [8][9]. Strategic Shift - The change in control to 梁丰 aims to optimize the shareholder structure and facilitate a transition towards strategic emerging industries, as the original apparel business has shown limited growth potential [5]. - The company is seeking to establish a dual business model combining apparel and lithium battery adhesives to create a new growth trajectory [5].

Group 1 - The core point of the news is that Ribo Fashion (603196) is undergoing a significant asset restructuring by acquiring 71% equity of Yindile from 10 counterparties, with a clear statement that the transaction does not involve purchasing assets from the new actual controller Liang Feng [1][2] - The restructuring report indicates that since the change of control in August 2023, the company has focused on acquiring quality targets to seek a second growth curve, with Yindile being a leading enterprise in the domestic lithium battery negative electrode binder sector [2][3] - Yindile has made breakthroughs in various development stages, proposing a concept of ultra-high molecular weight PAA integrated binder, which significantly reduces the amount of binder used in the negative electrode, thus enhancing the overall energy density of the battery [2][3] Group 2 - The valuation of Yindile is set at 2 billion yuan, with projected revenue of 640 million yuan and net profit of 204 million yuan in 2024, resulting in a PE ratio of less than 10, indicating a relatively low premium compared to recent market cases [2] - The company has included an analysis of goodwill impairment risk in the restructuring report, which depends on the future performance of the acquired target, with management and counterparties making performance commitments [2] - The lithium battery binder sector has a promising outlook, and Yindile has entered the supply chain of several leading battery companies, suggesting that the acquisition may introduce new productive forces and facilitate strategic transformation for Ribo Fashion [3]

Group 1 - The core point of the article is that 日播时尚 (603196.SH) has updated its asset acquisition and fundraising plan, involving the transfer of equity in 四川茵地乐材料科技集团有限公司 [1][2] - The updated plan includes the acquisition of 71% equity in 茵地乐 for a total consideration of 142 million yuan, with 25.9 million yuan paid in cash and 116.1 million yuan through share issuance [2] - The share issuance price is set at 7.18 yuan per share, with an additional fundraising of 15.58 million yuan from controlling shareholder 梁丰 at a price of 7.79 yuan per share [2] Group 2 - The transaction involves commitments from the sellers for 茵地乐's net profits to be no less than 21.6 million yuan, 22.5 million yuan, and 23.3 million yuan for the years 2025 to 2027 [2] - After the restructuring, 梁丰 and 上海阔元 will hold a combined 21.73% stake, maintaining control over the company [2] - The integration of 茵地乐 will create a dual business model for the company, combining "apparel and lithium battery adhesives," with the existing management team operating independently [2]

Core Insights - The event "2025 Shanghai Listed Companies Collective Reception Day and Mid-Year Performance Briefing" was successfully held on September 19 [1] - The company reported a net profit attributable to shareholders of 38.2876 million yuan for the first half of 2025, marking a turnaround from losses [1] - The company is in the process of acquiring 71% of Sichuan Yindile Material Technology Group Co., Ltd. through a combination of issuing shares and cash payment, which constitutes a major asset restructuring [1] - Yindile is the first enterprise in the industry to focus on water-based binders for lithium batteries, specifically PAA-type binders [1] - Post-acquisition, the company aims to develop a dual business model of "apparel + lithium battery binders" [1]

Core Viewpoint - The article discusses the acquisition of a 71% stake in Sichuan Yindile Material Technology Group Co., Ltd. by Shanghai fashion giant Ribo Fashion, with a total transaction price of 1.42 billion yuan, aiming to enter the lithium battery adhesive market [2][9]. Group 1: Acquisition Details - Ribo Fashion plans to pay 1.461 billion yuan for the acquisition, consisting of 1.161 billion yuan in shares and 259 million yuan in cash [2]. - The valuation of Yindile is based on an income approach, with an assessed value of 2.005 billion yuan and an appreciation rate of 103.4% [3]. Group 2: Company Overview - Yindile, established in 2007, is a leading domestic producer of lithium battery polyacrylic acid (PAA) binders, holding a market share of 49% [4]. - The company has a production capacity of 50,000 tons of various lithium battery binders annually, with utilization rates projected to exceed 100% in the coming years [4]. Group 3: Product and Market Insights - PAA is an environmentally friendly binder that enhances electrode stability and battery cycle life, showing potential to replace traditional binders in high-capacity lithium batteries [5]. - Major clients include BYD, CATL, and other leading battery manufacturers, indicating strong market demand [4]. Group 4: Financial Performance - Yindile's revenue for 2023 is projected at 503 million yuan, with net profits of 181 million yuan and a gross margin of 52.42% [7]. - The company's total assets are reported at 1.372 billion yuan, with a net asset value of 1.118 billion yuan as of May 31, 2025 [7]. Group 5: Strategic Rationale - Ribo Fashion's move into the lithium battery adhesive sector is a strategic response to declining performance in its core apparel business, with a forecasted revenue drop of 15.68% in 2024 [10]. - The acquisition is seen as a way to leverage the growing market for lithium battery materials, aligning with broader industry trends towards electrification and sustainability [10].

Core Viewpoint - The acquisition of 71% stake in Yindile by Ribor Fashion for 1.42 billion yuan is seen as a crucial move to improve its financial situation amidst declining performance, with Yindile showing strong profitability [1][2] Group 1: Acquisition Details - Ribor Fashion plans to purchase 71% of Yindile for a total consideration of 1.42 billion yuan, funded through a combination of cash and share issuance [1] - The acquisition is structured as a linked transaction, meaning that if one part fails to receive approval, the other will also not proceed [1] - The valuation of Yindile's total equity is estimated at 2.005 billion yuan, significantly exceeding Ribor Fashion's total assets of 1.037 billion yuan [2] Group 2: Financial Performance - Ribor Fashion reported a net loss of 159 million yuan in 2024, with revenue also declining, highlighting the urgency of the acquisition [1] - Yindile's net profit was 181 million yuan in 2023, projected to grow to 204 million yuan in 2024, indicating a strong financial performance that could benefit Ribor Fashion [1] Group 3: Strategic Implications - The acquisition is part of a broader strategy by Liang Feng, the controlling shareholder, to integrate lithium battery adhesive assets into Ribor Fashion, creating a dual business model of "apparel + lithium battery" [1] - Liang Feng's indirect ownership of 29% of Yindile through Purtai raises questions about potential backdoor listing implications [2] Group 4: Risks and Considerations - The transaction is expected to generate goodwill of 640 million yuan, which poses a risk of impairment if Yindile fails to meet performance targets, potentially impacting Ribor Fashion's financial health [2] - Historical precedents indicate that companies often experience significant performance declines post-acquisition, necessitating caution from investors [2]