51亿买公司捆绑69亿负债，佛塑科技“蛇吞象”并购是赚是亏？

Core Viewpoint - The acquisition of Jinli Co., Ltd. by Foshan Plastics Technology has been approved by the CSRC, marking Foshan's entry into the battery membrane sector with a deal valued at nearly 5.1 billion yuan, which has been in planning since October 2024 [2][4]. Group 1: Acquisition Details - The acquisition price for 100% of Jinli Co., Ltd. is set at 5.08 billion yuan, which is significantly lower than its previous IPO valuation of approximately 13.1 billion yuan [4][12]. - Jinli Co., Ltd. has a revenue of about 2.63 billion yuan and assets totaling 12.5 billion yuan, making it a larger entity compared to Foshan Plastics, which has a revenue of around 2.22 billion yuan [4][12]. - The acquisition is expected to create synergies in technology, production, and customer resources, enhancing Foshan's competitive position in the new energy materials sector [6][9]. Group 2: Market Position and Performance - Jinli Co., Ltd. has rapidly risen to become a leading player in the wet-process membrane market, achieving a market share of approximately 18% in 2024, ranking second in the industry [5]. - In the first half of 2025, Jinli Co., Ltd. reported a sales volume of 3.75 billion square meters and a revenue of 3.26 billion yuan, successfully turning a profit with a net income of 255 million yuan [6][12]. - The wet-process membrane market in China is experiencing high growth, with a total shipment volume of 11.2 billion square meters in the first half of 2025, reflecting a year-on-year increase of 58% [5]. Group 3: Financial Challenges and Strategic Intent - Jinli Co., Ltd. has faced financial challenges, including a significant increase in debt, with interest-bearing liabilities reaching 6.912 billion yuan as of June 2025 [12]. - The acquisition is seen as a strategic move for Foshan Plastics to quickly enter the lithium battery membrane market and enhance its position in the new energy supply chain [9][11]. - The deal includes performance guarantees, with Jinli Co., Ltd. committing to net profits of no less than 230 million yuan, 360 million yuan, and 610 million yuan for the years 2025 to 2027 [13].