国晟世安科技股份有限公司关于收购股权事项的问询函的回复公告

Core Viewpoint - The company is in the process of acquiring a stake in Fuyue Technology, which specializes in high-precision lithium battery structural components, and has provided detailed responses to inquiries regarding the transaction's valuation and risks [3][25]. Group 1: Transaction Details - The acquisition involves a total transaction value of RMB 240.6 million, with the company planning to finance it through a combination of self-funding and merger loans [38]. - The transaction is subject to various risks, including implementation risks, business integration risks, and reliance on major customers [2][4]. Group 2: Valuation and Performance Guarantees - The valuation of Fuyue Technology was based on market and income approaches, with a significant premium noted, indicating a valuation increase of 1,167.27% [3][18]. - Performance guarantees for the acquisition include commitments for net profits of RMB 20 million, RMB 30 million, and RMB 40 million for the years 2026, 2027, and 2028, respectively, totaling RMB 90 million [26][27]. Group 3: Market and Competitive Landscape - Fuyue Technology operates in a rapidly growing market for lithium battery components, with projected market growth rates of 15.6% and 16.7% for different product segments by 2031 [18]. - The company holds a 25% market share in the domestic market for aluminum shells used in cylindrical batteries, benefiting from technological advantages over competitors [19][21]. Group 4: Strategic Planning and Integration - The company plans to leverage Fuyue Technology's capabilities to enhance its strategic positioning in the renewable energy sector, particularly in the lithium battery industry [36]. - Measures have been taken to ensure the stability of Fuyue Technology's management team through non-compete agreements and labor contracts [37]. Group 5: Financial Projections and Cash Flow - Projections indicate that Fuyue Technology will generate approximately RMB 60 million in free cash flow over the next few years, with expected dividends to the parent company starting in 2028 [40]. - The company anticipates that the acquisition will not adversely affect its cash flow or liquidity in the short term, as it has sufficient cash reserves to meet operational needs [38].