登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：603196 证券简称：日播时尚 公告编号：2026-007 ● 本次权益变动主要系日播时尚集团股份有限公司（以下简称"公司"）通过发行股份及支付现金的方式 购买四川茵地乐材料科技集团有限公司71%股权并向梁丰及其一致行动人阔元企业管理（上海）有限公 司（以下简称"上海阔元"）发行股份募集配套资金（以下简称"本次权益变动"）导致公司总股数增加， 对应公司实际控制人及持股5%以上股东持股比例被动稀释。本次权益变动不触及要约收购，不会导致 公司实际控制人发生变化 ● 本次权益变动后，公司总股本由236,988,282股增加至418,687,440股。公司实际控制人梁丰及其一致行 动人上海阔元本次权益变动前持有公司71,000,000股，因认购募集配套资金，持有公司股份数量增加至 91,000,000股，持股比例由29.96%降低至21.73%，被动稀释比例跨越5%的整数倍；公司5%以上股东王 卫东及其一致行动人王晟羽与上海日播投资控股有限公司（以下简称"日播控股"）合计持有公司 50,315,000股，持股数量未发生变化，持股比例由21.23%被动稀释至 ...

Core 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]

Core 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].

Core Viewpoint - Ribo Fashion Group Co., Ltd. has received approval from the Shanghai Stock Exchange's M&A Review Committee for its asset acquisition and fundraising plan, which aims to enhance its business portfolio and profitability [2]. Group 1: Transaction Details - Ribo Fashion plans to acquire 71% of Sichuan Yindile Material Technology Group Co., Ltd. for a total consideration of 1.42 billion yuan through a combination of share issuance and cash payment [2]. - The company will also raise an additional 155.8 million yuan in supporting funds as part of this transaction [2]. Group 2: Business Impact - Prior to the transaction, Ribo Fashion's main business focused on the creative design, material and technology research, and production and sales of high-end fashion women's clothing [2]. - The acquisition of Yindile, which specializes in the research, production, and sales of lithium battery adhesives, will diversify Ribo Fashion's business model, establishing a dual business operation of "fashion + lithium battery adhesives" [2]. - This strategic move is expected to broaden the company's revenue sources, enhance its core competitiveness, and facilitate business expansion and profit growth [2].

Core Viewpoint - The company, 日播时尚, is acquiring a 71% stake in the lithium battery adhesive company, 茵地乐, for 1.42 billion yuan, aiming to diversify into the new energy materials sector due to stagnation in its core women's apparel business [1][4]. Group 1: Acquisition Details - The acquisition price is set at 1.42 billion yuan, with 1.161 billion yuan paid in shares and 259 million yuan in cash [1][4]. - The total assessed value of 茵地乐 is 2.005 billion yuan, reflecting a 103.40% increase over its book net assets [1][4]. - 茵地乐 is expected to achieve net profits of no less than 216 million yuan, 225 million yuan, and 233 million yuan from 2025 to 2027 [1][4]. Group 2: Financial Performance - The company is projected to incur a net loss of 159 million yuan in 2024, which would negate the cumulative profits of the previous three years [1][4]. - 茵地乐's net profits for 2023, 2024, and the first nine months of 2025 are reported as 181 million yuan, 204 million yuan, and 247 million yuan, respectively [1][4]. Group 3: Strategic Context - This is not the first attempt by the company to diversify; a previous plan to restructure into the upstream of new energy batteries was terminated [2][5]. - The current strategy retains the women's apparel business while pursuing a gradual transformation, contrasting with the previous plan that aimed for a complete exit from the original business [2][5]. Group 4: Risks and Challenges - The acquisition introduces significant goodwill of approximately 640 million yuan, which constitutes 31.61% of the projected net assets for Q1 2025 [5]. - There are concerns regarding business integration due to the lack of synergy between the women's apparel and lithium battery adhesive sectors [2][5]. - The lithium battery adhesive industry faces challenges such as technological changes, price declines, and overcapacity, which could impact future profitability [2][5].

Group 1 - The Shanghai Stock Exchange's M&A Review Committee approved the asset purchase by Ribo Fashion Group Co., Ltd. (stock code: 603196.SH) on December 10, 2025, confirming compliance with restructuring conditions and information disclosure requirements [1] - The company plans to acquire a 71% stake in Sichuan Yindile Material Technology Group Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction price of 142,000 million yuan, consisting of 116,100 million yuan in shares and 25,900 million yuan in cash [2][3] - The issuance price for the shares is set at 7.18 yuan per share, with the number of shares issued amounting to 161,699,158, representing 40.56% of the total share capital post-issuance [2][3] Group 2 - Following the transaction, Yindile will become a subsidiary of Ribo Fashion, and its assets and operating performance will be included in the consolidated financial statements of the company [4] - The asset valuation report indicates a transaction price of 142,000 million yuan with an appreciation rate of 103.40% based on an assessment date of December 31, 2024 [4][5] - The company aims to diversify its business by integrating the fashion industry with lithium battery adhesive production, maintaining the same controlling shareholder and actual controller, Liang Feng, post-restructuring [6]

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]