近日，深交所并购重组审核委员会审议通过领益智造（002600）（002600.SZ）发行可转换公司债券及 支付现金，收购江苏科达斯特恩汽车科技股份有限公司（下称"江苏科达"）66.46%股权的交易方案。 领益拟通过发行可转债及支付现金的方式，向常州优融、上海迈环等8名交易对方购买标的股权，交易 价格为3.32亿元。同时，公司还计划向不超过35名特定对象发行股份募集配套资金，总额不超过2.07亿 元，其中1亿元用于补充江苏科达流动资金及偿还银行贷款，9938.67万元用于支付现金对价，775万元 用于中介机构费用。 据悉，江苏科达是一家专业生产汽车仪表板、副仪表板、门护板、立柱等饰件的汽车零部件公司，本次 交易完成后，领益将快速切入汽车饰件行业。 领益智造CFO王涛此前接受21世纪经济报道记者采访时表示，"汽车行业是市场非常大的行业，天花板 很高，这是我们最初进入这个行业的原因。总的来说，汽车业务是领益一直想做的，现在要通过整合外 部资源来做大做强。" 关注标的成长性 从审议结果来看，此次交易的上会过程较为顺利，并无进一步落实事项。 重组委现场询问的主要问题是：请上市公司代表结合标的公司报告期毛利率波动、在手订 ...

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].