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。 ...

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 - The company, Ribo Fashion, is a leading player in the mid-to-high-end women's fashion sector, known for its comprehensive service in boutique clothing design and production, with strong capabilities in design and research and development [1] Group 1: Business Performance - For Q3 2025, Ribo Fashion reported revenue of 580 million, ranking 25th among 38 companies in the industry, significantly lower than the top competitor, Hailan Home, at 15.599 billion, and second-place Semir at 9.844 billion [2] - The net profit for the same period was 43.1459 million, placing the company 17th in the industry, far behind the leading company, Youngor, at 2.334 billion, and Hailan Home at 1.844 billion, but above the industry median of 34.8188 million [2] Group 2: Financial Ratios - As of Q3 2025, Ribo Fashion's debt-to-asset ratio was 36.07%, an increase from 34.63% year-on-year, which is lower than the industry average of 38.41, indicating relatively low debt pressure [3] - The gross profit margin for Q3 2025 was 61.45%, up from 58.42% year-on-year, exceeding the industry average of 44.68%, reflecting strong profitability [3] Group 3: Management Compensation - The chairman, Liang Feng, and the general manager, Wang Shengyu, saw their compensation increase significantly, with Wang's salary rising to 2.0815 million in 2024, up 1.3415 million from 740,000 in 2023 [4] Group 4: Shareholder Information - As of September 30, 2025, the number of A-share shareholders decreased by 28.00% to 10,700, while the average number of circulating A-shares held per shareholder increased by 38.88% to 22,100 [5]

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 company, 日播时尚, is making a significant move into the lithium battery sector by planning to acquire a 71% stake in 四川茵地乐材料科技集团有限公司 for 1.42 billion yuan, despite facing financial challenges and a substantial goodwill burden post-acquisition [1][4][5]. Financial Aspects - The acquisition price is set at 1.42 billion yuan, with 1.16 billion yuan paid in shares and 259 million yuan in cash, which exceeds the company's cash reserves of approximately 141 million yuan [3][4]. - The company reported a revenue decline of 15.68% year-on-year for 2024, totaling approximately 866 million yuan, and a net loss of about 159 million yuan, marking the highest loss since its IPO [4][5]. - Post-acquisition, the company will carry a goodwill of 640 million yuan, which could pose financial risks if the acquired entity underperforms [5][6]. Business Strategy - The acquisition aims to diversify the company's operations into "fashion + lithium battery binder" dual business model, potentially enhancing profitability and competitive edge [5][10]. - The target company, 茵地乐, has shown promising financial performance with revenues of approximately 503 million yuan and 638 million yuan for 2023 and 2024, respectively, alongside net profits of 181 million yuan and 204 million yuan [5][10]. Market Context - The lithium battery industry is projected to maintain a compound annual growth rate of over 10% in the next five years, driven by global trends towards electrification and clean energy [10]. - The industry is transitioning from a growth phase to a differentiation phase, where larger players are expected to dominate, making it challenging for smaller companies to survive [10].