锂电隔膜最大并购案为何“受阻”

Core Viewpoint - The acquisition of Jinli Co. by Foshan Plastics Technology is poised to be the largest merger in China's lithium battery separator industry, valued at over 5 billion RMB, but faces scrutiny from the Shenzhen Stock Exchange due to the stark contrast between Jinli's declining performance and optimistic profit commitments [1][3][7]. Summary by Sections Acquisition Details - Foshan Plastics Technology plans to acquire Jinli Co. for a total consideration of 5.08 billion RMB, with 4.68 billion RMB paid in shares and 400 million RMB in cash. The company also aims to raise up to 1 billion RMB from its controlling shareholder [1]. - This transaction significantly surpasses the previous record set by Enjie Co. in 2020, which was valued at 2.02 billion RMB [1]. Performance Concerns - Jinli Co.'s asset scale is approximately 2.5 times that of Foshan Plastics Technology, leading to market perceptions of a "snake swallowing an elephant" scenario [2]. - Jinli's net profit plummeted from 364 million RMB in 2022 to 135 million RMB in 2023, with projections indicating a loss of 91 million RMB in 2024 [3]. Profit Commitments - The acquisition proposal includes a performance commitment of achieving a total of 1.2 billion RMB in profits over the next three years, with specific targets of 230 million RMB in 2025, 360 million RMB in 2026, and 610 million RMB in 2027 [4]. Industry Context - The lithium battery separator industry is currently experiencing a downturn, with a reported revenue decline of over 10% in 2024, despite a 30% increase in shipment volume. The average price of wet separators has dropped significantly, from 0.7 RMB per square meter in late 2024 to 0.5 RMB in the second quarter of 2025 [4][5]. - Industry leader Enjie Co. has even issued a profit warning for the first half of 2025, indicating ongoing challenges [4]. Strategic Justifications - In response to regulatory inquiries, Foshan Plastics Technology emphasized strategic synergies, market demand, and technological advantages as justifications for the acquisition. They cited a projected compound annual growth rate of 17.5% for lithium battery separator shipments from 2024 to 2027 [5]. - The company plans to integrate procurement needs to reduce costs and leverage each other's customer bases for market expansion [5]. Market Position and Growth - Jinli Co. achieved the highest market share in the wet separator sector in 2024, with a gross margin of 21%, significantly above the industry average of 15.56% [6]. - The company has increased its domestic market share from 12% in 2023 to 18% in 2024 and is actively expanding its customer base internationally [6]. Supply Chain Management - Jinli Co. has reduced its reliance on foreign suppliers, with the proportion of imported PE and PVDF dropping to approximately 66% and 32%, respectively, by May 2025, thereby mitigating supply chain risks [6]. Future Outlook - Despite achieving a net profit of 88.88 million RMB in the first five months of 2025, Jinli Co. must generate an additional 141 million RMB in the remaining months to meet its 2025 profit commitment [6]. - The outcome of this acquisition will not only impact the future of Foshan Plastics Technology and Jinli Co. but also reflect the broader trends in the lithium battery industry during this period of adjustment [7][8].