FUDA ALLOY(SH:603045) Chang Jiang Shang Bao·2025-11-11 23:22Core Viewpoint - Fuda Alloy (603045.SH) is under regulatory scrutiny for a high-premium acquisition of over 51% stake in Zhejiang Guangda Electronic Technology Co., Ltd. from the controlling shareholder's family, with a valuation increase of 171.38% and performance commitments lower than forecasts [1][4][10]. Group 1: Acquisition Details - Fuda Alloy plans to acquire 52.61% of Guangda Electronic for approximately 352 million yuan, with the transaction being a related party deal [1][4]. - Guangda Electronic, established in 2010, specializes in the R&D, production, and sales of new electronic pastes, primarily for solar photovoltaic and electronic communication applications [4]. - The acquisition is questioned as it appears to facilitate cashing out for the controlling shareholder's son, raising concerns about potential conflicts of interest [5][10]. Group 2: Financial Performance and Risks - Guangda Electronic's financial performance shows a declining gross margin trend, with rates of 7.41%, 6.26%, and 5.85% over the past three years, attributed to increased competition in the photovoltaic silver paste industry [6][7]. - Fuda Alloy's financial health is under pressure, with a debt ratio of 64.71% as of September 2025, the highest in its history, and cash reserves of only 346 million yuan against a planned cash acquisition of 352 million yuan [8][9]. - The company has struggled with profitability, maintaining a net profit of around 46 million yuan since 2014, despite a significant increase in revenue [8][10]. Group 3: Legal and Market Concerns - Guangda Electronic is facing a lawsuit from Zhejiang Suote Material Technology Co., Ltd. for patent infringement, claiming damages of 200 million yuan [2][10]. - The stock exchange has raised questions regarding the rationale behind the acquisition, the financial health of the target company, and the assumptions used in the valuation process [5][6][11].