| | □特定对象调研 | □分析师会议 | | --- | --- | --- | | 投资者关系 | □媒体采访 | □业绩说明会 | | 活动类别 | □新闻发布会 | □路演活动 | | | √现场参观 | √电话会议 | | | □其他： 国泰海通证券：余玫翰 | | | | 深圳豪世资本私募证券基金管理有限公司：钟兆繁 天津文浩私募证券投资基金管理有限公司：曹丽强 | | | 参与单位名 | 海南珺德投资控股有限公司：熊伟 | | | 称及人员姓 | 华鑫证券：吕卓阳 | | | 名 | 华福证券：李琦 | | | | 中航证券：刘牧野 | | | | 招商证券：鄢凡 | | | | 诚通证券：赵绮晖 | | | | 中银证券：李圣宣 | | | 时间 | 2025 年 12 月 4 日下午 15:30-下午 | 17:30 | | 地点 | 优特利公司会议室及电话接入 | | | 公司接待人 | 英力股份董事、董事会秘书：鲍灿 | | | 员姓名 | 优特利董事长：王继生 | | | | 优特利副总经理：罗强 | | 安徽英力电子科技股份有限公司 投资者关系活动记录表 编号：2025-005 证 ...

Core Viewpoint - The article discusses the complex dynamics of a recently profitable listed company, Yingli Co., which is pursuing a significant acquisition while facing shareholder sell-offs, raising questions about the underlying logic of these capital operations [1][2]. Group 1: Acquisition Details - Yingli Co. plans to acquire 77.94% of Youteli for 468 million yuan, marking its entry into the lithium battery sector [1]. - The acquisition will be financed through a combination of cash (271 million yuan) and shares (196 million yuan), with additional fundraising not exceeding 196 million yuan [1]. - Post-acquisition, the controlling shareholder's stake will decrease from 48.04% to 45.11%, but control will remain intact [1]. - Youteli, which focuses on notebook computer battery modules, reported a revenue of 662 million yuan and a net profit of 38.82 million yuan in 2024 [1]. - The valuation of Youteli's total equity is assessed at 603 million yuan, reflecting a 57.4% premium over its book value, necessitating future performance growth to justify this valuation [1]. Group 2: Shareholder Actions - Prior to the acquisition announcement, shareholders have been actively reducing their stakes, with Shucheng Yuming planning to sell up to 186,100 shares between January 8 and April 8, 2025 [2]. - Another shareholder, Gaoxin Yida, completed a 0.58% stake reduction on March 6, 2024 [2]. Group 3: Financial Performance - Yingli Co.'s financial performance has been volatile, with net profits declining from 63.52 million yuan in 2021 to losses of 27.85 million yuan in 2022 and 35.01 million yuan in 2023 [2]. - The company returned to profitability in 2024, achieving a revenue of 1.843 billion yuan and a net profit of 10.27 million yuan [2]. - For the first half of 2025, Yingli Co. reported a revenue of 1.05 billion yuan, a year-on-year increase of 39.62%, and a net profit of 6.28 million yuan, up 23.06% year-on-year, although the net profit margin remains low at 0.6% [2].

Group 1 - The core point of the news is that Yingli Co., Ltd. plans to acquire 77.9385% of Shenzhen Youteli Energy Co., Ltd. for approximately 468 million yuan, aiming to enhance its business layout in the consumer electronics sector [1] - The acquisition will be financed through a combination of cash (271 million yuan) and shares (196 million yuan), with a total of 14.0053 million shares issued at a price of 14.0236 yuan per share, which is 80% of the average trading price over the previous 120 trading days [1] - The valuation of Youteli's total equity is assessed at 603 million yuan, reflecting a 57.4% increase from its book value, with the agreed valuation for 100% equity set at 600 million yuan [1] Group 2 - Youteli specializes in the research and production of lithium-ion battery modules for consumer electronics, with products used in laptops and tablets, and has entered the supply chains of brands like Acer [1] - Financial projections indicate that Youteli is expected to achieve a revenue of 662 million yuan and a net profit of 38.82 million yuan in 2024, with a net profit of 30.13 million yuan from January to May 2025 [1] - Post-transaction, Yingli's net profit attributable to shareholders is projected to increase from 4.65 million yuan to 27.70 million yuan for the first five months of 2025, representing a growth of 495.37% [2] Group 3 - The actual controller of Youteli, Wang Jisheng, holds a total of 55.7881% of the shares, combining direct and indirect holdings [2] - After the transaction, Yingli's controlling shareholders will see their combined stake decrease from 48.04% to 45.11%, maintaining control without triggering a restructuring [3]

Core Viewpoint - The company plans to acquire 77.9385% of Shenzhen Youteli Energy Co., Ltd. through a combination of issuing shares and cash payments, while also raising supporting funds from specific investors [1][2]. Group 1: Acquisition Details - The acquisition involves purchasing shares from 19 trading parties, with the specific ratio of shares to cash to be negotiated [2]. - The share issuance price is set at 17.9863 yuan per share, which is not less than 80% of the average stock price over the previous 120 trading days [2]. - The final transaction price and the number of shares to be issued are yet to be determined as the auditing and evaluation of the target company are still ongoing [2][5]. Group 2: Fundraising and Financial Structure - The company intends to issue shares to no more than 35 specific investors to raise supporting funds, with the total number of shares not exceeding 30% of the total share capital post-transaction [3]. - The total amount raised from the supporting funds will not exceed 100% of the transaction price for the asset acquisition [3]. - The net proceeds from the fundraising will be used for cash payments in the transaction, supplementing working capital, and covering related taxes and fees [4]. Group 3: Company Background and Financial Performance - The target company, Youteli, specializes in the research, production, and sales of consumer lithium-ion batteries, primarily for notebook computer battery modules, and is also expanding into energy storage batteries [5]. - As of December 31, 2024, the company reported a revenue of 1.843 billion yuan, a year-on-year increase of 24.18%, and a net profit attributable to shareholders of 10.27 million yuan, up 129.33% [9][10]. - The company has undergone significant financial growth, with a net cash flow from operating activities of 151.15 million yuan, reflecting a 224.19% increase year-on-year [10].