TOSPO(SH:603303) Guo Ji Jin Rong Bao·2025-08-31 07:31Core Viewpoint - The acquisition of at least 51% of Zhejiang Jiali Industrial Co., Ltd. by Debang Lighting aims to strengthen the company's second growth curve, particularly in the automotive lighting sector, amidst declining financial performance [1][7]. Group 1: Acquisition Details - Debang Lighting plans to acquire Jiali Industrial through a combination of purchasing existing shares and capital increase, with a cash payment of 6 million yuan as earnest money [2]. - The acquisition is expected to be a significant asset restructuring, with a disclosure of the transaction plan or formal report within six months [1][2]. - The exclusivity period for the transaction is set until March 31, 2026, with a termination clause if not confirmed by December 31, 2025 [2]. Group 2: Financial Performance - In 2024, Debang Lighting experienced its first simultaneous decline in both revenue and net profit in eight years, with revenue dropping from 4.697 billion yuan in 2023 to 4.431 billion yuan, and net profit decreasing from 376 million yuan to 347 million yuan [2]. - For the first half of 2025, the company reported a slight revenue increase of 0.40% to 2.152 billion yuan, while net profit fell by 19.66% to 143 million yuan [2]. - The net cash flow from operating activities plummeted by 99.15%, from 277 million yuan in the previous year to 2.3642 million yuan [3]. Group 3: Target Company Overview - Jiali Industrial, a New Third Board listed company, specializes in the R&D and manufacturing of automotive lighting for passenger and commercial vehicles, with total assets of 3.576 billion yuan as of mid-2025 [4]. - In 2024, Jiali Industrial achieved revenue of 2.68 billion yuan and a net profit of 88 million yuan [4]. - The company has previously attempted to go public on the A-share market but shifted its focus to listing on the Beijing Stock Exchange after initially halting its IPO plans [5][6]. Group 4: Market Context and Challenges - The acquisition is positioned to capitalize on the growing demand for high-value automotive lighting products, driven by the increasing penetration of electric vehicles [7]. - Debang Lighting's expertise in LED optical technology combined with Jiali Industrial's experience in automotive-grade lighting could lead to competitive smart lighting products [7]. - However, cultural and operational differences between the two companies may pose integration challenges, and Jiali Industrial's profitability is under pressure due to price wars in the automotive supply chain [8].