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正帆科技拟11.2亿收购延伸产业链 标的公司未来三年累盈不低于3.93亿

Core Viewpoint - Zhengfan Technology (688596.SH) is acquiring a 62.23% stake in Liao Ning Han Jing Semiconductor Materials Co., Ltd. for 1.12 billion yuan, aiming to enhance its industry chain and overall competitiveness [1][4]. Acquisition Details - The acquisition is a high-premium deal, with the total valuation of Han Jing Semiconductor at 1.8 billion yuan, representing a premium of approximately 6 times its net asset value of 257 million yuan as of March 31, 2025 [1][6]. - Post-acquisition, Zhengfan Technology will recognize goodwill between 550 million to 700 million yuan [1]. - The sellers include five entities, and the transaction will be funded through the company's own and raised funds [5][6]. Financial Performance - Zhengfan Technology has shown strong growth, with a continuous increase in net profit for nine consecutive years from 2016 to 2024 [8]. - The company reported a net profit of 528 million yuan in 2024, a 2415% increase from 2016 [8]. - As of the first quarter of 2025, the company achieved a net profit of 34.42 million yuan, reflecting a year-on-year growth of 38.23% [9]. Strategic Implications - The acquisition is expected to create strong synergies in product expansion, technology development, and operational capabilities, aligning with the company's strategic goals [7]. - Zhengfan Technology's order backlog is robust, with contract liabilities amounting to 1.777 billion yuan as of the first quarter of 2025 [2][10]. Future Projections - The sellers have committed to a cumulative net profit of no less than 393 million yuan for Han Jing Semiconductor over the next three years [12]. - If Han Jing Semiconductor meets its performance expectations, it is anticipated to further enhance Zhengfan Technology's profitability [3][13].