FUDA ALLOY(SH:603045) 2 1 Shi Ji Jing Ji Bao Dao·2025-10-21 02:45Core Viewpoint - Fuda Alloy (603045.SH) announced a significant asset acquisition plan, which has raised questions from the Shanghai Stock Exchange regarding the transaction's purpose, the financial status of the target company, and the valuation of the deal [1][2] Group 1: Transaction Details - Fuda Alloy plans to acquire 52.61% of Guangda Electronics for approximately 352 million yuan, controlled by the actual controller Wang Zhongnan's family [1] - Guangda Electronics specializes in photovoltaic silver paste but has experienced a continuous decline in gross profit margins, recorded at 7.41%, 6.26%, and 5.85% over the reporting periods [1] Group 2: Regulatory Concerns - The Shanghai Stock Exchange has requested explanations regarding the rationale for acquiring related party assets and the commercial viability of the cross-industry transformation amid "red ocean competition" [1] - The exchange is particularly focused on the valuation discrepancies and performance commitments associated with the acquisition, noting that Guangda Electronics' post-investment valuation in 2024 is 637 million yuan, while the transaction price is set at 670 million yuan [1] Group 3: Financial Health of Guangda Electronics - Despite rapid revenue growth, Guangda Electronics has seen its accounts receivable as a percentage of revenue rise to 37.14% by June 2025, with negative operating cash flows projected for 2023 and 2024 [2] - The exchange has raised concerns about potential credit policy relaxations to stimulate sales and has requested clarification on the reasons and rationale for expected positive cash flow in the first half of 2025 [2] Group 4: Debt and Valuation Analysis - Guangda Electronics has a significantly higher debt-to-asset ratio compared to industry peers, with the combined company's ratio expected to increase from 65.93% to 77.23% post-transaction [2] - The valuation report predicts continued sales growth for the target company, with gross margins expected to rebound to 7%-8% after 2026, and a substantial increase in free cash flow anticipated in 2026 [2]