603045，重大资产重组！

Core Viewpoint - Fuda Alloy plans to acquire 52.61% of Zhejiang Guangda Electronics for 352 million yuan, marking a significant asset restructuring after previously terminating a 15.5 billion yuan acquisition of Sanmenxia Aluminum [2][5]. Summary by Sections Acquisition Details - The acquisition involves cash payment to 16 parties, including Wenzhou Chuangda and Wang Zhongnan, with Fuda Alloy becoming the controlling shareholder of Guangda Electronics post-transaction [3][5]. - The valuation of Guangda Electronics is set at 670 million yuan, reflecting a 171.38% increase over its net asset value [5]. Financial Performance - Guangda Electronics, established in 2010, is a national high-tech enterprise specializing in electronic paste R&D, production, and sales. Its projected revenues for 2023, 2024, and the first half of 2025 are 1.65 billion yuan, 2.681 billion yuan, and 1.409 billion yuan, respectively, with net profits of 16 million yuan, 61 million yuan, and 27 million yuan [5][6]. Performance Commitment - The sellers have committed to achieving net profits of at least 52.18 million yuan, 66.32 million yuan, and 84.67 million yuan for the years 2025 to 2027, totaling a minimum of 203 million yuan over three years. If these targets are not met, compensation will be provided based on the transaction price [6]. Industry Position and Risks - Guangda Electronics primarily serves the photovoltaic cell production sector, with its top five customers accounting for 69.57%, 90.60%, and 96.70% of its revenue from 2023 to the first half of 2025. Notably, Tongwei Co. is a significant customer, contributing 21.58%, 42.09%, and 43.73% to revenue during the same period [8]. - The company has a high asset-liability ratio, recorded at 77.33%, 72.20%, and 75.13% from 2023 to the first half of 2025, which may increase Fuda Alloy's overall financial risk post-acquisition [9].