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300373,重要溢价收购
中国基金报· 2025-09-11 23:52
Core Viewpoint - Yangjie Technology announced a cash acquisition of 100% equity in Dongguan Better Electronics Technology Co., Ltd. for RMB 2.218 billion, with the transaction subject to shareholder approval and involving performance commitments [2][4][5]. Group 1: Transaction Details - The acquisition will make Better Electronics a wholly-owned subsidiary of Yangjie Technology, and it is classified as a related party transaction but not a major asset restructuring [4]. - The performance commitment requires Better Electronics to achieve a net profit of no less than RMB 555 million from 2025 to 2027, excluding non-recurring gains and losses [5]. - If the net profit exceeds the commitment, 30% of the excess will be used to reward the management team of Better Electronics [6]. Group 2: Valuation and Financial Performance - The valuation of Better Electronics shows a significant increase, with an assessed value of RMB 2.22 billion compared to a book value of RMB 599 million, resulting in an increase of RMB 1.621 billion and a growth rate of 270.46% [8]. - In 2024 and Q1 2025, Better Electronics reported revenues of RMB 837 million and RMB 218 million, with net profits of RMB 148 million and RMB 41.13 million, respectively [9]. Group 3: Strategic Rationale - Better Electronics specializes in power electronic protection components and has over 20 years of industry experience, holding various honors such as "Little Giant" enterprises and provincial manufacturing champions [10]. - The acquisition is expected to enhance Yangjie Technology's product and technology portfolio, strengthen its market position in the power electronics sector, and create synergies in product categories, technology development, and customer relationships [10][11]. - The collaboration is anticipated to improve the overall competitiveness of Yangjie Technology's main business by leveraging shared R&D outcomes and expanding its product matrix [11].
国资“割肉”离场 民企拟溢价接盘中晟高科
Core Viewpoint - The capital drama of state-owned asset loss and private enterprise premium acquisition is unfolding at Zhongsheng High-Tech, with a significant change in control and ownership structure [2][5]. Group 1: Ownership Change - On July 22, Zhongsheng High-Tech announced a change in control, with its major shareholder, Suzhou Wuzhong Financial Holdings Group Co., Ltd. (Wuzhong Jinkong), transferring 22.35% of its shares to Fuzhou Qianjing Investment Co., Ltd. for a total price of 559 million yuan, at a price of 20.04 yuan per share [2][4]. - Following this transaction, the controlling shareholder will shift from Wuzhong Jinkong to Fuzhou Qianjing, with the actual controllers being Weng Shengjin and He Cong [2][3]. Group 2: Financial Performance - Zhongsheng High-Tech has been struggling with continuous losses, reporting net profits of -35.39 million yuan in 2022, -155 million yuan in 2023, and an estimated -170 million yuan in 2024 [5]. - The company's asset-liability ratio was reported at 71.5% at the end of 2024, indicating high debt levels and potential liquidity risks [5][6]. - As of December 31, 2024, the company had accounts receivable of 540 million yuan, with a bad debt provision of 121 million yuan, resulting in a bad debt provision ratio of 22.41% [6]. Group 3: Historical Context - The previous ownership change occurred in January 2020, when Xu Hanxiang transferred 7.064% of shares to Wuzhong Jinkong at a price of 31.42 yuan per share, totaling 198 million yuan [7]. - Wuzhong Jinkong and its affiliate Tian Kai Huida acquired a total of 22.3509% of shares for 626 million yuan, and are now selling these shares for 559 million yuan, indicating a significant loss [8]. Group 4: Related Transactions - In July 2020, Zhongsheng High-Tech acquired 70% of Suzhou Zhongsheng Environmental Restoration Co., Ltd. for 631 million yuan, with a valuation increase of 386.03%, but this asset has since reported losses [9]. - The company has a history of complex capital operations, including premium acquisitions and asset disposals, raising questions about potential hidden agreements [12].
这家港股农商行,拟退市!国资股东将溢价收购
证券时报· 2025-07-05 02:57
停牌4个月后,东北地区首家上市农商行公布其拟退市方案! 日前,在港交所上市的吉林九台农商银行公告宣布,要约人吉林省金融控股集团股份有限公司(下称"吉林金控")及其一致行动人将收购该行全部已发行H股 和内资股股份,待H股类别股东大会通过批准退市决议案之后,将H股从联交所退市。 证券时报·券商中国记者就上述公告以客户身份向九台农商行致电,该行电话客服人员回应称:九台农商行拟退市是吉林金控向该行全体股东发出的公开邀约 收购,若成功收购之后,九台农商行将成为完全国有控股的银行,资金实力和服务能力将得到增强。该客服人员强调,本次收购及退市不影响该行正常运 营,对客户的存款、贷款等业务均不会产生影响。 官网资料显示,九台农商银行前身是九台市农村信用合作联社。2008年12月,正式改制为东北首家农商银行。2017年1月,该行在香港联合交易所主板成功 上市,成为继重庆农商银行后在香港上市的全国第二家农商行。截至2024年9月末,该行资产总额为2620.78亿元,已发行股本为50.74亿股,其中H股股份约 为9.67亿股。 吉林金控拟出资32亿元溢价收购 根据九台农商行发布的公告,中金公司将代表要约人就收购所有已发行H股作出自 ...
这家港股农商行,拟退市!国资股东将溢价收购
券商中国· 2025-07-04 15:55
Core Viewpoint - Jilin Jiutai Rural Commercial Bank plans to delist from the Hong Kong Stock Exchange following a takeover offer from Jilin Financial Holding Group, which aims to acquire all issued H-shares and domestic shares of the bank, transitioning it to a fully state-controlled entity [1][2][6]. Summary by Sections Acquisition Details - Jilin Financial Holding Group intends to make a voluntary conditional cash offer for all issued H-shares at HKD 0.70 per share and for domestic shares at RMB 0.63 per share [2]. - The offer price for H-shares represents a premium of approximately 70.73% over the last trading price of HKD 0.41 per share [3]. - If the offer is fully accepted, the total cash consideration for the acquisition will be approximately RMB 32.06 billion, including about RMB 6.18 billion for H-shares and RMB 25.88 billion for domestic shares [3]. Financial Performance and Market Position - As of September 2024, Jiutai Rural Commercial Bank has total assets of RMB 262.08 billion and an issued share capital of 5.074 billion shares, with H-shares accounting for approximately 967 million shares [1]. - The bank is currently facing financial challenges, with a projected net loss of between RMB 1.7 billion and RMB 1.9 billion for 2024, attributed to reduced interest income and increased provisions for credit risk [7][8]. Strategic Rationale for Delisting - The bank's management believes that delisting will reduce compliance costs and allow for strategic adjustments in operations, focusing on local market needs [6][7]. - Post-acquisition, Jilin Financial Holding Group has no plans to list the bank's shares on other markets, emphasizing a commitment to regional operations and maintaining existing business structures [7]. Shareholder Approval Process - A shareholder meeting will be convened to approve the delisting proposal, with a requirement that if more than 10% of H-share shareholders oppose the offer, it will not proceed [4].