道恩股份收购道恩钛业并募集配套资金事项获独立财务顾问核查通过

Core Viewpoint - The transaction involving Daon Co., Ltd. acquiring 100% equity of Daon Titanium Industry is deemed compliant with relevant laws and regulations, with a stable operating model and fair valuation of the target asset [1][7]. Group 1: Target Asset Overview - Daon Titanium Industry specializes in the R&D, production, and sales of titanium dioxide, with applications in coatings, plastics, paper, and inks. Its export revenue accounted for 43.23%, 52.53%, and 50.24% over the reporting period, covering markets in Asia, Europe, and Africa [2]. - The company achieved revenues of 1.616 billion yuan, 1.556 billion yuan, and 806 million yuan from 2023 to June 2025, maintaining a gross margin between 13.91% and 14.81%, which is above the industry average [2]. - The global paint market is projected to reach 202 billion USD by 2024, with demand expected to hit 53 billion liters by 2027, while the ink market is anticipated to grow to 28.6 billion USD by 2028 [2]. Group 2: Transaction Details and Valuation - Daon Co., Ltd. plans to acquire Daon Titanium Industry for 1.43 billion yuan, with 215 million yuan in cash and 1.215 billion yuan in stock, alongside raising up to 1.165 billion yuan for expansion projects and working capital [3]. - The valuation of the target asset is set at 1.434 billion yuan, reflecting a 144.22% appreciation rate and a price-to-earnings ratio of 12.18 for 2024, which is lower than the average for comparable transactions [3]. - Daon Group commits to a cumulative net profit of no less than 400 million yuan from 2025 to 2027, with annual commitments of 120 million yuan, 130 million yuan, and 150 million yuan [3]. Group 3: Fundraising and Project Focus - Of the raised funds, 850 million yuan is allocated to a "10,000 tons/year integrated titanium dioxide green production project," which will increase Daon Titanium's total capacity to 230,000 tons, positioning it among the world's large titanium dioxide producers [4]. - The project is expected to generate an additional annual revenue of 1.435 billion yuan and a net profit of 161 million yuan, with an internal rate of return of 13.78% [4]. - The company has measures in place to address potential funding shortfalls, including prioritizing self-funding for cash payments and utilizing bank loans if necessary [4]. Group 4: Synergy and Integration - Post-transaction, Daon Co., Ltd. will achieve synergy between its polymer materials and titanium dioxide businesses, enhancing procurement, product development, and market competitiveness [5]. - Daon Titanium has already generated internal sales of 2.2904 million yuan in the first half of 2025, serving as a key raw material supplier for Daon Co., Ltd.'s modified plastics and color masterbatch businesses [5]. - The integration plan includes maintaining the management team of the target asset, centralized financial control, and shared sales and R&D resources, with expected cost reductions of 5%-8% in procurement and the development of 3-5 new products [5].