FSPG(SZ:000973) Xin Lang Cai Jing·2025-12-01 08:40Core Viewpoint - Foshan Fospower Technology Group Co., Ltd. (Fospower) is responding to the Shenzhen Stock Exchange's inquiries regarding its acquisition of 100% equity in Hebei Jinli New Energy Technology Co., Ltd. (Jinli) This transaction aims to enable Fospower to enter the lithium battery separator market, with significant synergies expected between the two companies despite Jinli's projected losses in 2024 [1][2]. Transaction Details and Target Company Performance - Fospower plans to acquire Jinli through a combination of share issuance and cash payment, making Jinli a wholly-owned subsidiary post-transaction Jinli focuses on the R&D, production, and sales of lithium battery wet separators, holding an 18% market share in China's wet separator market in 2024, ranking second in the industry [2]. - Financial projections indicate Jinli's revenues for 2023, 2024, and the first half of 2025 are expected to be CNY 2.031 billion, CNY 2.639 billion, and CNY 1.753 billion, respectively, with net profits of CNY 131 million, a loss of CNY 91 million, and a profit of CNY 98 million The 2024 loss is attributed to industry supply-demand imbalances and increased costs [2]. Synergies and Integration Plans - Fospower and Jinli operate within the polymer film materials sector, presenting significant synergy opportunities in procurement and sales Fospower can leverage Jinli's customer base to enter the new energy battery market, while Jinli can expand into non-lithium applications [3]. - Technically, both companies share commonalities in stretching processes and coating technologies Fospower intends to combine its production experience with Jinli's wet separator technology to enhance production efficiency and product yield [3]. - Fospower will appoint all directors of Jinli and maintain the core team stability, implementing digital management through ERP systems and financial sharing platforms Performance commitments for Jinli include net profits of no less than CNY 230 million, CNY 360 million, and CNY 610 million for 2025-2027 [3]. Financial Impact and Risk Management - Following the transaction, Fospower's asset scale and revenue are expected to increase significantly However, the consolidated net profit for 2024 is projected to turn from profit to loss, with the asset-liability ratio rising from 27.07% to 54.74% [4]. - The announcement indicates that the factors leading to Jinli's losses have been addressed, and long-term profitability is anticipated to improve as capacity is released and synergies materialize Fospower plans to optimize its financing structure to alleviate short-term financial pressures [4]. - Concerns regarding customer concentration and capacity utilization have been addressed, with Jinli's top five customers accounting for over 75% of revenue, reflecting the high concentration in the downstream lithium battery industry Orders for 2025 are projected to reach 5.575 billion square meters, a year-on-year increase of 66.2% [4]. Transaction Compliance and Minority Shareholder Protection - Fospower asserts that the transaction complies with relevant regulations and will not adversely affect the company's financial status Measures to protect minority investors include strategies to mitigate earnings dilution and enhance governance structures [5]. - Independent financial advisors and legal counsel have confirmed the commercial rationale of the transaction, indicating no conflicts of interest [5]. Regulatory Approval - The transaction is subject to approval from the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission Fospower will fulfill its information disclosure obligations based on the progress of the transaction [6].