FUDA ALLOY(SH:603045) Mei Ri Jing Ji Xin Wen·2025-10-20 21:29Core Viewpoint - Fuda Alloy is attempting a transformation into the photovoltaic sector by planning to acquire a 52.61% stake in Zhejiang Guoda Electronics Technology Co., Ltd. for 352 million yuan, following a previous failed major asset restructuring attempt [2][3] Group 1: Regulatory Scrutiny - The Shanghai Stock Exchange has raised concerns regarding the transaction's purpose, compliance, financial status of the target company, and valuation [3][4] - The exchange specifically questioned the rationale behind entering the photovoltaic silver paste industry, given the declining gross margins of the target company, which were reported at 7.41%, 6.26%, and 5.85% for 2023, 2024, and the first half of 2025 respectively [3][4] - Significant discrepancies in historical valuations of Guoda Electronics were noted, with share prices varying from 6.36 yuan to 13.08 yuan, raising questions about the rationale for the current transaction valuation of 670 million yuan [3][4] Group 2: Financial Concerns - Guoda Electronics has shown revenue and net profit growth, but its accounts receivable as a percentage of revenue has increased significantly, reaching 37.14% in 2025 [4] - The company reported negative cash flows from operating activities for 2023 and 2024, amounting to -98.73 million yuan and -99.89 million yuan respectively [4][5] - The high debt ratio of Guoda Electronics, reported at 77.33%, 72.20%, and 75.13% over the reporting period, is notably above the average of comparable companies by over 20 percentage points [4][5] Group 3: Company Performance - Fuda Alloy's revenue for the first half of 2025 was 2.24 billion yuan, a year-on-year increase of 33.44%, attributed to increased sales and rising raw material prices [6][9] - However, the company's net profit attributable to shareholders decreased by 31.94% to 24.87 million yuan, with a significant drop in non-recurring net profit by 59.77% to 10.17 million yuan [6][9] - The company aims to leverage the acquisition to create a "second growth curve," enhancing its product offerings and overall competitiveness in the market [9][10] Group 4: Financial Structure and Risks - Fuda Alloy's total assets were reported at 2.918 billion yuan with total liabilities of 1.924 billion yuan, resulting in a debt ratio of 65.93% as of mid-2025 [10] - The planned cash acquisition of 352 million yuan will be funded through self-raised and bank loans, potentially increasing the company's debt ratio to 77.23% post-transaction [10] - Previous failed restructuring attempts may lead to increased market skepticism regarding the feasibility and prospects of this acquisition [10]