扬杰科技重磅溢价收购，标的公司曾冲击IPO失败

Core Viewpoint - Yangjie Technology (300373.SZ) announced plans to acquire 100% equity of Dongguan Better Electronics Technology Co., Ltd. for a total transfer price of RMB 2.218 billion [1] Group 1: Transaction Details - After the transaction, Better Electronics will become a wholly-owned subsidiary of Yangjie Technology [2] - The transaction is classified as a related party transaction but does not constitute a major asset restructuring [2] - The transaction requires approval from the shareholders' meeting, with related shareholders abstaining from voting on relevant proposals [3] Group 2: Performance Commitment - A performance commitment is set for the period from 2025 to 2027, with a total net profit of no less than RMB 555 million after deducting non-recurring gains and losses [3] - The performance commitment parties will jointly establish a holding platform, Dongguan Beiju, which will acquire no less than RMB 716 million of Yangjie Technology's shares through bulk trading [3] - If the net profit exceeds the committed amount, 30% of the excess will be used to reward the management team of Better Electronics [3] Group 3: Valuation and Risks - The valuation of Better Electronics shows a significant increase, with an assessed value of RMB 2.22 billion compared to a book value of RMB 599 million, resulting in an increase of RMB 1.621 billion and a growth rate of 270.46% [4] - Better Electronics previously attempted an IPO but failed due to declining capacity utilization and sustainability concerns regarding its performance growth [4] - The company has no controlling shareholder, with a group of shareholders holding a combined 39.35% stake [4] Group 4: Financial Performance - For the fiscal year 2024 and the first quarter of 2025, Better Electronics reported revenues of RMB 837 million and RMB 218 million, respectively, with net profits of RMB 148 million and RMB 41.13 million [5] - As of March 31, 2024, Better Electronics had total assets of RMB 1.024 billion and equity of RMB 590 million [5] Group 5: Strategic Synergies - Better Electronics specializes in the R&D, production, and sales of power electronic protection components, with over 20 years in the industry and various accolades [5] - The acquisition is expected to enhance Yangjie Technology's product and technology portfolio, strengthen its market position in the power electronics sector, and create synergies in downstream customer relationships [6] - The collaboration will allow for shared R&D outcomes, improving Yangjie Technology's research capabilities and technical accumulation [6] Group 6: Market Reaction - As of September 11, Yangjie Technology's stock rose by 3.36%, closing at RMB 65.27 per share, with a total market capitalization of RMB 35.46 billion [7]