先导电科二度“卖身”：衢州发展“闪电”接盘的计算与隐忧｜并购一线

Core Viewpoint - The acquisition of Xian Dao Electronic Technology Co., Ltd. by Quzhou Development has undergone significant changes, including a reduced valuation and a shift in payment structure, raising concerns about control and ownership dynamics [2][3][11]. Valuation Changes - The valuation of Xian Dao Electronic Technology has decreased to "not exceeding 12 billion" from previous market expectations of 14 billion in 2022 and 21 billion in 2024 [2][3]. - The payment method for the acquisition has changed from a combination of share issuance and cash to purely share issuance, indicating a strategic shift due to lower-than-expected valuation [7][11]. Shareholder Dynamics - The number of shareholders participating in the acquisition has decreased from 55 to 48, with 7 shareholders opting out, which raises questions about the reasons behind their withdrawal [7][11]. - The remaining shareholders may be hesitant due to the lower valuation, which could impact the overall stability of the acquisition [7][11]. Financial Performance - Xian Dao Electronic Technology has experienced a significant decline in profitability over the past four years, with revenues increasing from 1.77 billion in 2021 to 3.43 billion in 2024, while net profits have fluctuated, indicating a potential performance inflection point [9][11]. - The company's main products, ITO targets, are primarily used in the display panel, photovoltaic, and semiconductor sectors, which have faced challenges due to oversupply and declining prices [9][11]. Control Risks - The acquisition involves a 3 billion capital increase plan, which could dilute the controlling stake of Quzhou Development, raising concerns about the stability of control post-acquisition [11]. - The close ties between Quzhou Development and Xian Dao's major shareholder, Guangdong Xian Dao Rare Materials Co., Ltd., suggest potential local interest conflicts that could affect governance and control dynamics [11][14].