溢价超640%！正帆科技拿下汉京半导体控股权

Core Viewpoint - Zhengfan Technology (688596.SH) has signed a share transfer agreement to acquire 62.2318% of Hanjing Semiconductor for a total of 1.12 billion yuan, making Hanjing a subsidiary of Zhengfan [1][3] Group 1: Acquisition Details - The acquisition involves five shareholders of Hanjing Semiconductor, with the largest share being 41.2% from SINGAREVIVAL for 741.6 million yuan [2] - Hanjing Semiconductor, established in 2022, focuses on the research and production of high-purity quartz materials and silicon carbide ceramics, which are critical materials in the semiconductor manufacturing supply chain [2] Group 2: Strategic Rationale - Zhengfan Technology stated that the acquisition aligns with its development strategy and will enhance its OPEX business, including electronic gases and precursor materials [3] Group 3: Financial Performance and Valuation - As of March 2023, Hanjing Semiconductor had a net asset value of 257 million yuan, with an estimated valuation of 1.905 billion yuan, reflecting a significant premium of 640.46% over its book value [3] - Hanjing's revenue is projected to decline from 508 million yuan in 2023 to 461 million yuan in 2024, with a further drop to 88 million yuan in Q1 2025 [3][4] - The company reported a net profit of 118 million yuan in 2023, expected to decrease to 87 million yuan in 2024 and 23 million yuan in Q1 2025 [3][4] Group 4: Debt and Financial Risks - Hanjing Semiconductor's total liabilities increased from 137 million yuan at the end of 2023 to 720 million yuan by Q1 2025 [3] - Zhengfan Technology has set performance guarantees for Hanjing, requiring a cumulative net profit of at least 393 million yuan from 2025 to 2027, with cash compensation and guarantee responsibilities from the sellers [4] Group 5: Zhengfan Technology's Financial Health - Zhengfan Technology's asset-liability ratio reached 63.94% as of Q1 2023, with negative operating cash flow of -98.74 million yuan [6] - The company has issued 1.04 billion yuan in convertible bonds and registered 2.2 billion yuan in debt financing tools to alleviate financial pressure [6]