YSDZ(SZ:002289) Xin Lang Cai Jing·2025-09-12 15:36Core Viewpoint - Shenzhen Yushun Electronics Co., Ltd. is responding to the Shenzhen Stock Exchange regarding its cash acquisition of a target company for 3.35 billion yuan, addressing funding sources, the target company's borrowings, and transaction impacts [1][2]. Group 1: Transaction Details - The acquisition price for the target company is set at 3.35 billion yuan, with funding sourced from loans from the controlling shareholder and financial institutions [1]. - The company plans to borrow 1.7 billion yuan from its controlling shareholder, with a loan term of 36 months at the prevailing LPR rate [1]. - Minsheng Bank has issued a loan intention letter for up to 2.76 billion yuan, covering no more than 60% of the acquisition price, with a maximum term of 7 years [1]. Group 2: Financial Implications - Post-transaction, the asset-liability ratio is projected to rise significantly from 38.15% to 91.55%, primarily due to non-current liabilities, indicating manageable short-term financial pressure [2]. - The estimated annual net cash flow from operating activities will cover the principal and interest payments on the new debt, ensuring the company can service its acquisition loans [2]. - The net profit of the listed company is expected to remain positive after the transaction, considering repayment plans and anticipated interest expenses [2]. Group 3: Structural and Client Considerations - The transaction will eliminate the existing VIE structure, which has been compliant with regulations and free from administrative penalties [2]. - The target company has a high customer concentration, primarily serving a single internet client, but this aligns with the characteristics of the wholesale data center industry, and there is a high likelihood of contract renewal [2]. - The company is well-equipped to expand its client base even if the current contract is not renewed [2]. Group 4: Professional Opinions - Independent financial advisors, lawyers, and accountants have reviewed the transaction and found the funding arrangements, borrowings, and personnel integration to be reasonable, with controllable impacts on profitability and operational capacity [3]. - The transaction pricing is deemed fair, and the company possesses the necessary capabilities for managing the target company's industry operations [3].