COMPLANT(SZ:000151) Guo Ji Jin Rong Bao·2025-09-05 10:36Core Viewpoint - Zhongcheng Import and Export Co., Ltd. (referred to as "Zhongcheng") announced a restructuring plan to acquire 100% equity of Zhongji Jiangsu Clean Energy Co., Ltd. (referred to as "Zhongji Jiangsu") for 151 million yuan, with an additional fundraising of up to 151 million yuan to support projects and working capital [1][6]. Group 1: Transaction Details - The transaction involves Zhongcheng issuing shares to purchase Zhongji Jiangsu from China National Technical Import and Export Corporation, which is indirectly controlled by Zhongcheng's major shareholder [1]. - The acquisition price is set at 151 million yuan, and the company plans to raise matching funds not exceeding the same amount [1]. - The transaction is classified as a related party transaction under the restructuring management measures and stock listing rules [1]. Group 2: Target Company Overview - Zhongji Jiangsu focuses on investment, development, and operation of energy storage projects for commercial users, providing energy management services to reduce energy costs [3]. - As of now, Zhongji Jiangsu has seven operational projects, one under construction, and one planned project, primarily located in Jiangsu and Guangdong provinces [3]. - Financial projections for Zhongji Jiangsu show significant revenue growth, with expected revenues of 15.4 million yuan, 37.9 million yuan, and 22.4 million yuan for 2023, 2024, and the first half of 2025, respectively [3]. Group 3: Performance Commitments - The transaction includes performance commitments, with Zhongji Jiangsu expected to achieve net profits of no less than 10.16 million yuan, 19.31 million yuan, and 19.02 million yuan for the years 2025 to 2027 if completed in 2025 [4]. - If the transaction is completed in 2026, the profit commitments adjust to 19.31 million yuan, 19.02 million yuan, and 18.65 million yuan for 2026 to 2028 [4]. - Zhongji Jiangsu has a high dependency on a major client, CATL, with revenue contributions of 99.72%, 91.96%, and 85.15% from CATL and its subsidiaries over the specified periods [4]. Group 4: Strategic Intent - The acquisition aims to diversify Zhongcheng's business into the energy storage sector, creating a second growth curve for the company [6]. - Post-transaction, Zhongji Jiangsu will become a wholly-owned subsidiary, enhancing Zhongcheng's asset base and financial metrics [6]. - The collaboration is expected to yield synergies in project construction, customer resources, and international expansion [6]. Group 5: Zhongcheng's Financial Performance - Zhongcheng's financial performance has been inconsistent, with revenues fluctuating from 1.184 billion yuan in 2019 to 1.226 billion yuan in 2024, and net profits showing significant losses in multiple years [7]. - The company reported a net profit loss of 55.5 million yuan in the first half of 2025, continuing a trend of negative performance [7]. - The non-recurring net profit has also been in the red for six consecutive years, accumulating losses of approximately 1.514 billion yuan [7].