Core Viewpoint - The major asset restructuring of Lingyi Zhizao has been terminated after the company submitted a withdrawal application to the Shenzhen Stock Exchange, despite previously receiving approval in August [2][4][5]. Group 1: Restructuring Status - On November 13, the Shenzhen Stock Exchange announced the termination of the major asset restructuring review for Lingyi Zhizao [2]. - The company had initially received approval for the restructuring on August 8 but failed to submit the registration documents thereafter [4][11]. - Lingyi Zhizao's withdrawal of the restructuring application was officially submitted on November 8, along with a request to adjust the asset purchase plan [5][12]. Group 2: Asset Purchase Plan Adjustments - The company plans to adjust the transaction method and price for acquiring control of Jiangsu Keda, shifting to a cash payment approach [4][12]. - The original plan involved issuing convertible bonds and cash to acquire 66.46% of Jiangsu Keda for a total price of 332 million yuan [5][6]. - The revised plan will not involve issuing convertible bonds or raising matching funds, thus not constituting a major asset restructuring under regulatory definitions [12][13]. Group 3: Implications of the Termination - The termination of the restructuring process raises questions about the performance forecasts and the rationale behind the asset's valuation, which had been scrutinized during the initial review [8]. - Lingyi Zhizao's automotive business aimed to transition from tier 2 to tier 1 suppliers through this acquisition, enhancing its capabilities in the automotive parts sector [7].

Core Viewpoint - The major asset restructuring of Lingyi Zhizao (002600) has been terminated by the Shenzhen Stock Exchange due to the company's withdrawal of its application for the restructuring [1][3][4]. Group 1: Restructuring Status - On November 13, the Shenzhen Stock Exchange announced the termination of the major asset restructuring review for Lingyi Zhizao [1]. - The restructuring had previously been approved on August 8, but the company did not proceed to the registration stage [3][10]. - Lingyi Zhizao submitted a request to withdraw its application for issuing convertible bonds and purchasing assets, leading to the termination of the review [4]. Group 2: Adjustments to the Restructuring Plan - On November 8, Lingyi Zhizao announced plans to adjust the asset purchase scheme, changing the transaction method and price [3][11]. - The company intends to purchase the controlling stake in Jiangsu Keda using cash, which no longer qualifies as a major asset restructuring under the rules [11][12]. - The original plan involved issuing convertible bonds and cash to acquire 66.46% of Jiangsu Keda for a total price of 332 million yuan [4][5]. Group 3: Implications of the Restructuring - The acquisition was expected to enhance Lingyi Zhizao's automotive business, transitioning from tier 2 to tier 1 supplier status and expanding its market presence in automotive components [6]. - The restructuring was initially scrutinized for the reasonableness of the target company's performance forecasts, including gross margin fluctuations and order backlog [7].

Group 1: Transaction Necessity and Benefits - The acquisition is aimed at enhancing the company's core business and creating a second growth curve by integrating quality assets into the company, which will strengthen its position in the electric vehicle components sector [3][4] - Jiangsu Keda, the target company, has established qualifications as a first-tier supplier to multiple automotive manufacturers, providing a solid foundation for rapid market entry into the automotive parts industry [3][4] Group 2: Product Matrix and Industry Upgrade - Prior to the transaction, the company was already active in the new energy vehicle battery structural components sector, producing various battery-related products [4] - The acquisition will expand the company's product matrix in the automotive sector, enhancing its capabilities in designing, manufacturing, and selling automotive decorative parts [4] Group 3: Synergy and Risk Management - The transaction will deepen the company's presence in the automotive industry while diversifying its revenue structure, thus mitigating risks associated with fluctuations in its main business [6] - Jiangsu Keda will benefit from the company's management and financial resources, facilitating its growth and operational efficiency [6] Group 4: Customer and Global Expansion Synergy - The company has a significant advantage in AI terminal hardware manufacturing, and the acquisition will allow it to leverage Jiangsu Keda's established customer relationships in the automotive decorative parts sector [6] - The trend of "industry chain going abroad" is becoming prominent, and the company can utilize its global operational experience to assist Jiangsu Keda in localizing production for overseas markets [6]

Core Viewpoint - The transaction involving Lingyi Zhi Manufacturing's acquisition of a 66.46% stake in Jiangsu Kedas from multiple parties through convertible bonds and cash payment is aimed at entering the automotive parts industry, which is seen as a high-potential market [1][4]. Transaction Details - Lingyi plans to acquire the stake for a total price of 332 million yuan and will raise up to 207 million yuan through a share issuance to specific investors, with 100 million yuan allocated for Jiangsu Kedas' working capital and bank loan repayment [1]. - Jiangsu Kedas specializes in manufacturing automotive interior components, and the acquisition will allow Lingyi to quickly enter this sector [1][4]. Financial Performance and Projections - Jiangsu Kedas is projected to achieve revenues of 899 million yuan in 2024, a year-on-year increase of 10.18%, with a net profit of approximately 40.98 million yuan, reflecting a 61.84% growth [2]. - However, the company's gross margin is expected to decline from 15.39% in 2024 to 14.96% by 2027, which is below the industry average [2]. - The decline in gross margin is attributed to a higher revenue share from lower-margin products and increased competition in the automotive parts industry [2]. Performance Commitments - The transaction includes performance commitments from the sellers, with net profit targets set at no less than 47 million yuan, 56 million yuan, and 65 million yuan for the years 2025, 2026, and 2027, respectively [3]. - In the first half of the current year, Jiangsu Kedas achieved 52.5 million yuan in revenue, which is nearly half of the projected annual revenue [3]. Strategic Rationale - Lingyi views the acquisition as a strategic move to leverage Jiangsu Kedas' established customer relationships in the automotive sector, particularly with domestic brands focusing on new energy vehicles [4][5]. - Jiangsu Kedas has been certified as a first-tier supplier by several major automotive manufacturers, which enhances its market position [5]. Industry Positioning - Lingyi is transitioning from a Tier 2 to a Tier 1 supplier in the automotive industry, which will provide significant advantages in product development and customer engagement [6][7]. - The company aims to capitalize on emerging trends in the new energy vehicle market, focusing on technologies related to battery systems and thermal management [7].

Group 1: Business Development and Market Expansion - In 2024, the company expanded its market by adding over 150 new projects, including clients such as FAW Bestune, Chery New Energy, and Dongfeng Honda [1] - The product categories include high-value items like dashboards and metal parts, with a focus on enhancing the client structure and product system [1] - The company aims to actively explore new energy vehicle clients and projects to inject new momentum into sustainable growth [1] Group 2: Financial Performance - In Q1 2025, the company reported a revenue of CNY 437.23 million, a decrease of 8.20% year-on-year, and a net loss of CNY 7.09 million, down 137.55% [2] - For 2024, the total revenue was CNY 2.18 billion, a growth of 5.40%, with a net profit of CNY 30.51 million, down 70.22% [4] - Total assets reached CNY 3.44 billion, an increase of 8.86% compared to the previous year [4] Group 3: Challenges and Strategic Responses - The decline in net profit was attributed to increased competition, a drop in gross margin by 1.09%, and higher R&D expenses, which rose by CNY 16.26 million [2] - The company is focusing on internal efficiency improvements, including lean production and supply chain optimization [2] - Inventory levels increased by CNY 138.04 million, leading to higher provisions for inventory impairment losses [2] Group 4: R&D and Technological Advancements - In 2024, revenue from new energy products reached CNY 357.88 million, a significant increase of 383.82% [3] - The company is investing in advanced technologies such as high-voltage wiring and intelligent cockpit systems, with a dedicated R&D team of over 370 professionals [5] - The company is also involved in the development of collaborative robots through a partnership established in February 2025 [6] Group 5: Industry Outlook and Market Trends - The Chinese automotive market is projected to maintain a production and sales volume above 30 million units in 2025, with a growth forecast of 4.7% [8] - The new energy vehicle sector is expected to grow by 24.4%, indicating a robust market for automotive components [8] - The company plans to leverage trends in electrification and intelligent vehicles to enhance its market position [8] Group 6: Customer Relations and Supply Chain Management - The company has established subsidiaries to improve service proximity and supply capabilities, enhancing stability in customer cooperation [8] - It received recognition as an excellent supplier for production assurance from Dongfeng Honda in 2024 [8]

Core Viewpoint - The company Lianyi Intelligent Manufacturing plans to acquire a 66.46% stake in Jiangsu Keda for 332 million yuan, aiming to transition from a Tier 2 to a Tier 1 automotive supplier, enhancing its capabilities in the automotive parts industry [1][2][3]. Group 1: Acquisition Details - Lianyi Intelligent Manufacturing will issue convertible bonds and pay cash to acquire the stake in Jiangsu Keda, which will become a subsidiary post-transaction [1]. - The valuation of Jiangsu Keda's 100% equity is set at 505 million yuan, with the final transaction price for the 66.46% stake being 332 million yuan [1][3]. - The company plans to raise up to 207 million yuan through a stock issuance to support the acquisition [1]. Group 2: Strategic Objectives - The acquisition allows Lianyi Intelligent Manufacturing to quickly enter the automotive decorative parts sector, enhancing its product matrix and customer resources [2][3]. - The company aims to assist Jiangsu Keda in expanding its operations internationally, aligning with the localization strategies of automotive manufacturers [2]. Group 3: Financial Performance and Projections - Jiangsu Keda reported revenues of 815 million yuan and 899 million yuan for the fiscal years 2023 and 2024, respectively, with net profits of approximately 25.32 million yuan and 40.98 million yuan [4]. - The asset appraisal indicates a value increase of 258 million yuan, representing a 104.06% appreciation [3]. - Performance commitments have been established, with expected net profits for Jiangsu Keda set at no less than 47 million yuan, 56 million yuan, and 65 million yuan for the years 2025, 2026, and 2027, respectively [3]. Group 4: Industry Context - The automotive sector is still in a nurturing phase for Lianyi Intelligent Manufacturing, which has historically focused on precision components for Apple [5][6]. - The company is diversifying its revenue streams, with automotive and low-altitude economy businesses generating only 4.79% of total revenue in 2024, indicating significant growth potential [6][7]. - The acquisition of Jiangsu Keda is expected to enhance Lianyi Intelligent Manufacturing's revenue structure and expand its automotive business [7].