| 倒计时8天 | | --- | | 2025（第十届）起点锂电行业年会暨锂电金鼎奖颁奖典礼 | | &起点研究十周年庆典 | | 2025起点用户侧储能及电池技术论坛 | | 活动主题： 新周期 新技术 新生态 | | 活动时间： 2025年12月18-19日 | | 活动地址： 深圳市维纳斯皇家酒店（深圳国际会展中心京基百纳店）三楼维纳斯厅（深圳市宝安区沙井 | | 镇沙井路118号） | | 主办单位： 起点锂电、起点储能、起点研究院SPIR | | 赞助及演讲单位： 惠州潼湖生态智慧区管理委员会/逸飞激光/小鲁锂电/派能科技/莫洛奇/融捷能源/远 | | 东电池/诺达智慧/奥鸿智能/中天和/超业精密/北测新能源/蓝京新能源/贤辰智享/东唐智能/达力智能/ | | 亿鑫丰/爱签/和明机械/金力股份/孚悦科技/乾纳智能装备/多氟多/科迈罗/三合一体/果曼钠电/新能安/ | 12 月 10 日，佛塑科技（ SZ:000973 ）公告， 发行股份及支付现金收购金力股份 100% 股份于 12 月 9 日深交所过会通过。 据佛塑科技此前发布的公告显示，本次交易对价合计为 50.8 亿元，其中支付现金的金额为 ...

请上市公司代表结合行业发展趋势、市场供求关系、产品竞争力和报告期内盈利指标波动情形，说 明标的公司是否存在业绩下滑风险，本次交易的业绩承诺方案是否谨慎合理。同时，请独立财务顾问代 表发表明确意见。 中国经济网北京12月10日讯 深交所并购重组审核委员会2025年第13次审议会议于昨日召开，会议 审议结果显示，佛山佛塑科技集团股份有限公司（佛塑科技，000973.SZ）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 需进一步落实事项 无 公司12月2日披露的《重大资产重组报告书(上会稿)》显示，本次交易方案由发行股份及支付现金 购买资产和募集配套资金两部分组成。本次发行股份及支付现金购买资产与募集配套资金的实施互为前 提，共同构成本次交易不可分割的组成部分，其中任何一项未获得所需的批准或其他原因导致无法付诸 实施，则上述两项均不实施；本次购买资产及募集配套资金发行的股份将同步办理发行、登记及上市手 续。 上市公司拟通过发行股份及支付现金的方式购买袁海朝、华浩世纪等102名交易对方持有的金力股 份100%的股份。本次交易完成后上市公司将持有金力股份100%的股份。 根据中联评估以20 ...

技术与生产层面，双方在双向拉伸工艺、涂覆技术及设备管理等方面存在共性。佛塑科技计划将高分子 薄膜生产经验与金力股份湿法隔膜技术结合，优化生产流程，提升产品良率。设备方面，双方可共享调 试维护经验，推进国产设备应用，降低生产成本。 登录新浪财经APP 搜索【信披】查看更多考评等级 佛山佛塑科技集团股份有限公司（以下简称"佛塑科技"）近日发布《关于发行股份购买资产并募集配套 资金申请的审核问询函的回复（三次修订稿）》，就深圳证券交易所关于收购河北金力新能源科技股份 有限公司（以下简称"金力股份"）100%股权事项的问询进行了详细回应。公告显示，本次交易有助于 佛塑科技切入锂电池隔膜领域，标的公司金力股份2024年虽出现亏损，但2025年上半年已实现扭亏为 盈，双方在产业链、技术及生产等方面协同效应显著。 交易核心内容与标的公司业绩表现 佛塑科技拟通过发行股份及支付现金方式收购金力股份100%股权，交易完成后，金力股份将成为其全 资子公司。金力股份专注于锂电池湿法隔膜研发、生产和销售，为国家级专精特新"小巨人"企业，2024 年在中国湿法隔膜市场占有率达18%，排名行业第二。 财务数据显示，金力股份2023年、20 ...

Core Viewpoint - 佛塑科技 has shown strong stock performance despite recent market downturns, with a monthly increase of 65.85% and an annual increase of nearly 120% since 2025 [4][6]. Group 1: Stock Performance - On November 21, 佛塑科技's stock closed at 12.92 yuan per share, experiencing a significant drop on that day but maintaining a strong monthly performance [3][4]. - The company has achieved three trading halts within five days in November, indicating strong market interest [4]. Group 2: Strategic Acquisitions - 佛塑科技 plans to acquire 金力股份 for 50.8 billion yuan, focusing on lithium battery wet separator production, which is crucial for the growing lithium battery market [8][9]. - The acquisition aims to enhance 佛塑科技's capabilities in high polymer film materials and leverage synergies within the group [9]. Group 3: New Projects - The company is collaborating with subsidiaries of 紫金矿业 to establish a pilot project for battery-grade lithium sulfide, with a planned investment of 1.13 billion yuan [6][9]. - The project aims to produce high-purity lithium sulfide and is expected to strengthen 佛塑科技's position in the new materials sector [6][9]. Group 4: Market Context - The lithium battery industry is experiencing a dual demand surge from both power and energy storage sectors, with significant growth expected in the coming years [10]. - Recent policy support for new energy storage has bolstered market confidence, contributing to the stock price increases across the lithium battery supply chain [10].

Core Viewpoint - The company is focused on enhancing its core competitiveness and market share in the "polymer functional films and composite materials" industry while pursuing high-quality development through strategic acquisitions and investments [1] Group 1: Company Products and Strategy - The company's main products include optical films, biaxially oriented films, dialysis protective materials, and plastic barrier materials [1] - The company aims to deepen its core business and improve its industry position by continuously developing its product offerings and market presence [1] Group 2: Acquisition Plans - The company plans to acquire Hebei Jinli New Energy Technology Co., Ltd., which specializes in the research, production, and sales of lithium battery wet separators [1] - The products from the acquisition are widely used in various lithium-ion power batteries, energy storage batteries, and consumer batteries, with applications in sectors such as new energy vehicles, energy storage stations, power tools, and 3C electronic products [1]

Core Insights - Hefei County focuses on the "5+X" key industrial clusters to enhance investment attraction, achieving a total of 123 signed key projects with an investment of 49.46 billion yuan by the end of August, leading among the five counties in Hefei [1] - The county's new energy vehicle industry attracted 45 key projects with a total investment of 16 billion yuan, significantly boosting the local economy [1] Group 1: Investment Projects - Fuyao Group is constructing a full industrial chain production base in Hefei with a total investment of 5.75 billion yuan, expected to generate an annual output value of 6.5 billion yuan and tax revenue of 600 million yuan upon completion [2] - A second phase of the Fuyao project has been signed, covering approximately 260 acres, with an expected annual output value of 2.1 billion yuan and tax revenue of 210 million yuan [2] - A lithium battery wet separator project is investing 1.5 billion yuan for a second phase, aiming for an annual output value of 2.95 billion yuan and tax revenue of at least 227 million yuan [4] - Benteler is collaborating on a project with an investment of 1 billion yuan, expected to yield an annual output value of 1.2 billion yuan and tax revenue of 30 million yuan [6] - Jianlin Mould is investing 500 million yuan to establish a production base for automotive injection molds, projected to generate an annual output value of at least 700 million yuan and tax revenue of at least 45 million yuan [8] Group 2: Industry Development - Hefei County is enhancing its midstream manufacturing capabilities by focusing on high-end passenger vehicles and expanding into new energy special vehicles and engineering vehicles [17] - He'an Machinery is investing 1 billion yuan to build a research and manufacturing base for high-end industrial vehicle components, with an expected annual output value of at least 2 billion yuan and tax revenue of at least 90 million yuan [18] - The county is also developing a comprehensive after-market service ecosystem for new energy vehicles, covering vehicle testing, charging services, and automotive sales [25] Group 3: Future Outlook - The new energy vehicle industry in Hefei County is projected to exceed an annual output value of 100 billion yuan upon full production [32] - The county aims to form a complete industrial chain cluster with leading high-end vehicle manufacturing, a concentration of key component suppliers, and a well-developed after-market service system [32]

Core Viewpoint - The acquisition of 100% equity in Hebei Jinli New Energy Technology Co., Ltd. by Foshan Fushuo Technology Group Co., Ltd. is aimed at enhancing the company's position in the lithium battery separator market, leveraging synergies in the polymer film materials sector, and addressing financial challenges faced by the target company [3][11][17]. Group 1: Transaction Rationale - The transaction allows the company to enter the lithium battery separator market, which is crucial for the growing new energy sector [11][14]. - The target company has faced financial losses due to high depreciation costs from new production lines and increased financial expenses from loans [3][23]. - The acquisition is aligned with national policies promoting mergers and acquisitions to enhance industrial integration and efficiency [11][13]. Group 2: Synergies and Integration - Both companies operate in the polymer film materials sector, allowing for potential synergies in supply chain management, procurement, and customer base expansion [4][15]. - The integration will enable the company to optimize production processes, improve product quality, and reduce costs through shared technology and resources [6][10][16]. - The target company possesses advanced production technologies for lithium battery separators, which can complement the company's existing capabilities in polymer film production [9][20]. Group 3: Market Context - The global lithium battery market is experiencing significant growth, with projections indicating a compound annual growth rate (CAGR) of 22.1% from 2024 to 2030 [25][27]. - The demand for lithium battery separators is expected to rise due to the increasing production of electric vehicles and energy storage systems [25][26]. - The target company is positioned as a leading player in the lithium battery separator market, which is characterized by high entry barriers and a concentrated competitive landscape [28].

Group 1 - The core transaction involves Foshan Fospower Technology Group Co., Ltd. issuing shares and paying cash to acquire 100% of Hebei Jinli New Energy Technology Co., Ltd. and raising supporting funds [1][10] - The total transaction price for the acquisition is set at 508 million yuan, with 40 million yuan allocated for cash payment and 60 million yuan for working capital and debt repayment [8][9] - The transaction is structured as a combination of share issuance and cash payment, which are interdependent components of the deal [8][10] Group 2 - The acquisition is expected to enhance the company's position in the high polymer functional film materials sector, particularly in the lithium battery separator market, which aligns with the company's strategic focus on new materials [10] - The deal will allow the company to leverage Jinli's customer resources to penetrate the electric vehicle and energy storage markets more effectively [10] - The performance commitment includes achieving net profits of no less than 230 million yuan, 360 million yuan, and 610 million yuan for the years 2025, 2026, and 2027 respectively [7][10]

Core Viewpoint - The legal opinion letter from Beijing Dacheng Law Firm confirms the compliance and necessity of Foshan Fospower Technology Group Co., Ltd.'s acquisition of 100% equity in Hebei Jinli New Energy Technology Co., Ltd. through share issuance and cash payment, along with the fundraising for this transaction [1][2]. Group 1: Transaction Overview - Foshan Fospower plans to acquire 100% of Hebei Jinli New Energy's shares from 102 counterparties, including Yuan Haichao and Huahao Century [1]. - The transaction aims to enhance Foshan Fospower's position in the lithium battery separator sector, thereby enriching its product portfolio in the new energy field [8][9]. Group 2: Legal Compliance and Financial Impact - The transaction is structured to comply with the "Major Asset Restructuring Management Measures" and is expected to improve the asset quality and operational sustainability of Foshan Fospower without causing significant adverse changes to its financial status [8][10]. - The acquisition is anticipated to create synergies between Foshan Fospower and Hebei Jinli, enhancing bargaining power with suppliers and reducing procurement costs [9][11]. Group 3: Investor Protection Measures - Foshan Fospower has established measures to mitigate the dilution of immediate returns for shareholders, including effective integration of the acquired company and a commitment to transparent profit distribution policies [12][13]. - The company has received commitments from its controlling shareholders and management to ensure the fulfillment of measures aimed at protecting shareholder interests during the restructuring process [13][14]. Group 4: Compliance with Industry Policies - The legal opinion confirms that the production and operational activities of the acquired assets align with national industrial policies, and there are no significant environmental or safety risks associated with the projects [15][16]. - The projects under Hebei Jinli have obtained the necessary approvals and are not classified as high-risk or high-pollution, ensuring compliance with relevant regulations [15][18].

Core Viewpoint - Foshan Fospower Technology Group Co., Ltd. plans to acquire 100% of Hebei Jinli New Energy Technology Co., Ltd. to enter the lithium battery separator market, enhancing its position in the polymer film materials sector and addressing the growing demand in the new energy field [1][10][13]. Group 1: Transaction Rationale - The acquisition allows the company to leverage synergies in the polymer film materials industry, as both companies operate in similar sectors, enhancing supply chain stability and reducing procurement costs [10][14]. - The target company has faced losses due to high depreciation costs from new production lines and increased financial expenses, but it is expected to return to profitability in 2025 [22][23]. - The transaction aligns with national policies promoting mergers and acquisitions to enhance industrial integration and efficiency [10][12]. Group 2: Financial Performance of Target Company - In 2024, the target company reported a revenue of approximately 2.64 billion yuan, with a net loss of about 91.44 million yuan, primarily due to increased depreciation and financial costs [22][24]. - The gross margin decreased from 37.72% in 2023 to 21.85% in 2024, reflecting the impact of rising costs and operational challenges [22][24]. - The target company has shown signs of recovery, achieving profitability in the first half of 2025, supported by stable customer resources and strong technical capabilities [23][24]. Group 3: Market Demand and Supply Dynamics - The global lithium battery market is projected to grow significantly, with a forecasted output of 1,545.1 GWh in 2024, representing a year-on-year increase of 28.5% [24][26]. - The demand for lithium battery separators is expected to rise, driven by the growth of electric vehicles and renewable energy storage solutions [25][26]. - The industry is characterized by high entry barriers, with established players maintaining high capacity utilization rates, leading to improved supply-demand dynamics [27]. Group 4: Integration and Management Plans - Post-acquisition, the target company will operate as a subsidiary, with plans for integrated management to ensure operational stability and enhance competitive advantages [19][21]. - The company will implement a unified financial management system to optimize resource allocation and improve operational efficiency [19][20]. - The integration strategy includes maintaining the target company's existing management structure while enhancing collaboration in R&D and production processes [19][21].