Dare Auto(SZ:300473) Ju Chao Zi Xun·2025-10-21 02:40Core Viewpoint - Del Shares plans to acquire 100% equity of Aizhuo Intelligent Technology (Shanghai) Co., Ltd. through a share issuance and zero-price transfer, while raising up to 82.7 million yuan in supporting funds, marking a significant step in industry consolidation [2][3] Transaction Structure - The transaction consists of two parts: Del Shares will issue shares to Shanghai Deri Industrial Group to acquire 70% equity of Aizhuo Technology for a price of 270 million yuan, and will acquire the remaining 30% equity at zero cost [3] - The share issuance price is set at 14.15 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days, with an estimated issuance of approximately 19.08 million shares, accounting for 11.22% of the total share capital post-issuance [3] Fundraising Details - Del Shares plans to raise up to 82.7 million yuan through a private placement to no more than 35 specific investors, with the funds allocated primarily for three projects: 49.2 million yuan for the smart upgrade of automotive decorative parts, 23.5 million yuan for a research center, and 10 million yuan for intermediary fees and taxes [4] - The fundraising is contingent upon the successful implementation of the asset acquisition, but the acquisition will proceed regardless of the fundraising outcome [4] Company Profile - Aizhuo Technology, established in 2005, specializes in the R&D, production, and sales of automotive film and covering parts, recognized as a national high-tech enterprise with multiple intellectual property rights [5] - As of September 30, 2024, the 100% equity of Aizhuo Technology is valued at 270 million yuan, reflecting a 392.12% appreciation, with a projected net asset value of 89.01 million yuan by June 30, 2025, indicating a 203.33% increase [5] Performance Commitments - Shanghai Deri has committed to ensuring that Aizhuo Technology's net profit attributable to the parent company for 2025, 2026, and 2027 will not be less than 23.4 million yuan, 27.0 million yuan, and 34.0 million yuan respectively, with compensation mechanisms in place for any shortfall [5] Strategic Implications - The acquisition will not change the control of Del Shares, as Aizhuo Technology will become a wholly-owned subsidiary, enhancing the company's financial metrics significantly [6] - Post-transaction, the net profit attributable to the parent company is expected to increase from 50.9 million yuan to 77.4 million yuan for the first half of 2025, representing a 52.06% growth, while earnings per share will rise from 0.34 yuan to 0.51 yuan, a 50.00% increase [6] - Strategically, the merger will broaden Del Shares' product structure and enhance synergies in customer resources and product development, particularly in lightweight and cost-effective automotive components [6]