春晖智控收购春晖仪表61.31%股权事项获独立财务顾问认可 回应深交所问询

Core Viewpoint - Zhejiang Chunhui Intelligent Control Co., Ltd. is progressing with the acquisition of 61.3106% equity in Zhejiang Chunhui Instrument Co., Ltd., confirming the transaction aligns with the Growth Enterprise Market's positioning and demonstrates business synergy [1] Transaction Core Elements and Scheme Adjustment Details - The acquisition involves Chunhui Instrument, which specializes in temperature sensors and micro armored electric heating materials, with applications in fuel cells, aerospace, and nuclear power [2] - The total transaction price is 258 million yuan, with 60.78% paid in shares and 39.22% in cash, at a share price of 10.56 yuan [2] - The profit commitments for the acquired assets are set at no less than 32 million yuan, 35 million yuan, and 38 million yuan for the years 2025-2027 [2] - The scheme adjustment includes reducing one transaction party and increasing the acquisition of shares, with a minimal change in ownership percentage [2] Profitability and Market Position of the Target Assets - Chunhui Instrument has shown revenue growth, with 2023-2025 revenues of 105 million yuan, 119.6 million yuan, and 99.7 million yuan, and R&D investment ratios of 5.68%, 7.69%, and 6.23% respectively [3] - The core product, temperature sensors, has a measurement range of -253℃ to 2200℃, filling a domestic technology gap and earning recognition as an "excellent supplier" in the military sector [3] - The target asset holds over 70% market share in the solid oxide fuel cell temperature measurement sector, with significant growth in the industrial equipment sales from 37.37 million yuan to 59.95 million yuan [3] Synergy Effects and Integration Risk Management - The transaction is expected to create synergies, as Chunhui Intelligent Control's products require temperature and pressure sensors, enhancing the supply chain [4] - The integration plan includes maintaining the target asset's independent operations while implementing oversight through board appointments and financial integration [4] - Historical integration success is noted, with a 97.9% completion rate of performance commitments from a previous acquisition [4] Financial Data and Compliance Review - Chunhui Instrument maintains a gross margin above 45%, with margins of 53.22%, 48.88%, and 45.88% for 2023-2025, benefiting from high-margin military products [5] - Despite a 25.7% decline in military product revenue, overall revenue growth is sustained due to a 26.4% increase in civilian product sales [5] - Compliance checks confirm that military procurement was conducted through competitive negotiations, and there are no issues of commercial bribery [5]