证券代码：603196 证券简称：日播时尚 公告编号：2026-011 重要内容提示： ● 变更后的公司全称：上海璞源化学材料集团股份有限公司 日播时尚集团股份有限公司（以下简称"公司"）于2026年1月29日召开了第五届董事会第八次会议，审 议通过了《关于变更公司名称、经营范围和注册资本暨修订〈公司章程〉的议案》，本次事项尚需提交 公司股东会审议，现将有关情况公告如下： 一、变更公司名称的情况 1、变更公司名称的情况 公司拟将公司中文名称"日播时尚集团股份有限公司"变更为"上海璞源化学材料集团股份有限公司"，英 文名称"Ribo Fashion Group Co., Ltd."变更为"Shanghai PorigineChemical Material Group Co., Ltd."。 2、变更公司名称的理由 日播时尚集团股份有限公司 关于变更公司名称、经营范围和注册资本暨修订《公司章程》的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 2025年12月31日，公司获得中国证监会《关于同意日播时尚集团股份有限公司发行 ...

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 company, Ribo Fashion, is set to acquire a 71% stake in Sichuan Yindile Material Technology Group for a total transaction value of 1.42 billion yuan, marking a strategic shift towards a dual business model of "apparel + lithium battery adhesives" [1][2][3] Group 1: Company Announcement Summary - Ribo Fashion's stock closed at 25.56 yuan, up 0.83% from the previous week, with a total market capitalization of 6.05 billion yuan, ranking 16th in the apparel and home textile sector [1] - The acquisition of the 71% stake in Sichuan Yindile has been approved by the China Securities Regulatory Commission, with the approval valid for 12 months from the date of issuance [1][3] - The share consideration for the transaction is 1.161 billion yuan, while the cash consideration amounts to 259 million yuan [2] Group 2: Performance Commitments - The performance commitments for the acquired company include net profits of no less than 216 million yuan, 225 million yuan, and 233 million yuan for the years 2025, 2026, and 2027, respectively [2][3] - The company plans to raise up to 155.8 million yuan through the issuance of shares to Liang Feng and Shanghai Kuoyuan Enterprise Management [2][3]

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].

Group 1 - Good Electric Technology recently completed over 100 million yuan in Series B financing, with investors including Shangqi Capital, Dongfang Fuhai, Shenzhen Xibo Investment, and Hongde Investment [2] - In February 2023, Good Electric Technology completed over 150 million yuan in Series A financing, led by Fengyun Capital, with participation from multiple investors including CATL and Dongfang Fuhai [2] - Founded in March 2011, Good Electric Technology is a national high-tech enterprise focusing on customized development, production, and sales of functional materials for industries such as new energy and semiconductors [2] Group 2 - The company emphasizes technological innovation and has achieved breakthroughs in high-performance lithium battery materials, contributing to the localization of key materials and reducing reliance on foreign suppliers [3] - Binders, which are crucial components in lithium-ion battery electrodes, enhance the contact between active materials and current collectors, directly affecting battery capacity, lifespan, and safety [3] - Good Electric Technology has a complete material research and development platform and a high-level R&D team, accumulating extensive experience in R&D, application, and production in the field of lithium battery functional materials [2][3]

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 - The A-share M&A market is experiencing significant growth driven by policy catalysts, with over 70 listed companies announcing major M&A activities since November, particularly in the TMT sector, as companies seek to enhance their value through strategic acquisitions [1] Group 1: TMT Sector Focus - The TMT sector, especially semiconductor companies, is at the forefront of M&A activities, with firms like Xidi Micro and Hu Silicon Industry making significant acquisitions to strengthen their positions in the semiconductor supply chain [2] - Notable transactions include Xidi Micro's acquisition of Chengxin Micro and Hu Silicon's acquisition of three semiconductor material companies, indicating a trend of companies seeking to consolidate and enhance their technological capabilities [2] - Companies like SIRUI and Puran are also involved in significant M&A activities, with SIRUI planning to acquire a stake in Aola Semiconductor, which complements its existing product offerings [2][3] Group 2: Acquisition Methods - Issuing shares for asset purchases has become the predominant method for M&A, accounting for nearly 40% of recent announcements, while cash acquisitions represent about 25% [5] - Traditional industries are increasingly looking to enter the tech sector through cross-industry acquisitions, often utilizing share issuance due to limited cash reserves [5] Group 3: Cross-Industry Acquisitions - Companies like Ribo Fashion and Hason are attempting to diversify into new sectors, such as lithium battery materials and precision metal components, respectively, to counter declining profitability in their core businesses [6][7] - Ribo Fashion's acquisition of a majority stake in a special chemical materials company is part of its strategic transformation, while Hason's multiple acquisitions aim to expand its product offerings amid ongoing financial struggles [6][7]

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].