鲁股观察|溢价近1倍!圣阳股份拿下深圳BMS“小巨人”,三年业绩对赌5751万

Core Viewpoint - The acquisition of a 51% stake in Shenzhen Daren Gaoke Electronics Co., Ltd. by Shengyang Co., Ltd. is a strategic move to enhance its capabilities in the energy storage sector and integrate core technologies in battery management systems (BMS) [1][5]. Group 1: Acquisition Details - Shengyang Co., Ltd. plans to acquire 51% of Daren Gaoke for 74.47 million yuan, making it a subsidiary [1]. - Daren Gaoke, established in June 2011, specializes in the research, design, production, and sales of BMS products [3]. - The acquisition will allow Daren Gaoke to be included in Shengyang's consolidated financial statements [1]. Group 2: Financial Performance - Daren Gaoke's projected revenue for 2024 is 239 million yuan, with a net profit of 22.70 million yuan [3]. - For the first five months of 2025, Daren Gaoke reported revenue of 104 million yuan and a net profit of 8.31 million yuan [3]. - As of May 31, 2025, Daren Gaoke's total assets are valued at 242 million yuan, with a net asset value of 73.11 million yuan [3]. Group 3: Valuation and Performance Commitments - The valuation of Daren Gaoke's equity is assessed at 146.02 million yuan, reflecting a 99.72% increase over its book value [4]. - The seller commits to a performance guarantee, ensuring a cumulative net profit of no less than 57.51 million yuan from 2026 to 2028 [4]. - Specific annual profit targets are set for 2026, 2027, and 2028 at 17.60 million yuan, 19.41 million yuan, and 20.50 million yuan, respectively [4]. Group 4: Strategic Importance - The acquisition aligns with Shengyang's long-term development strategy and aims to strengthen its position in the energy storage market [5]. - By integrating Daren Gaoke's BMS technology, Shengyang seeks to enhance its research and development capabilities and diversify its industrial layout [5]. - The transaction is expected to solidify Shengyang's competitive advantage and sustainable development potential [5]. Group 5: Company Background - Shengyang Co., Ltd. was established in 1991 and is one of the earliest manufacturers of lead-acid batteries in China [7]. - The company went public in 2011 and is recognized as a leading player in the battery and energy storage systems market [7]. - Shengyang's total revenue for the first three quarters of 2025 reached 2.602 billion yuan, a year-on-year increase of 15.43% [7].