福达合金3.5亿收购实控人光伏银浆资产遭起诉 突击入股与差异化定价等疑问被监管重点问询

Core Viewpoint - Fuda Alloy plans to acquire 52.61% of Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, with Guangda's main product being photovoltaic cell silver paste, which is used in solar cell electrodes [1] Group 1: Acquisition Details - The acquisition price for Guangda Electronic is set at 352 million yuan, and the company specializes in photovoltaic cell silver paste [1] - The actual controllers of Guangda Electronic are Wang Dawu and his son Wang Zhongnan, who have significant influence over the company's operations [1] - The acquisition comes shortly after a lawsuit was filed against Guangda Electronic by Zhejiang Suote, claiming patent infringement related to its silver paste products [1][2] Group 2: Financial Concerns - Guangda Electronic's gross profit margin has been declining, recorded at 7.41%, 6.26%, and 5.85% over recent periods, attributed to increased competition and cost pressures from downstream manufacturers [5] - The company's accounts receivable have been rising, with ratios of 16.82%, 17.88%, and 37.14% of revenue, indicating potential cash flow issues [5] - Negative cash flow is projected for 2023 and 2024, with net cash flows of -98.73 million yuan and -99.89 million yuan, respectively [5] Group 3: Legal Issues - Zhejiang Suote, recently acquired by Dike Co., has filed a lawsuit against Guangda Electronic for patent infringement, seeking 200 million yuan in damages [1][2] - This is not the first patent lawsuit initiated by Zhejiang Suote, which has a history of similar legal actions against other companies [3] Group 4: Market and Valuation Insights - The transaction values Guangda Electronic at 670 million yuan, reflecting a 5.2% increase from the previous financing round [6][7] - The deal raises concerns about differentiated pricing for previous investors, with a higher valuation of 745 million yuan offered to them, enhancing their return to 17% [7] - Fuda Alloy's financial health is also under scrutiny, with a projected increase in its debt ratio post-acquisition, from 65.93% to 77.23% [7][8]