长江商报消息 ●长江商报记者 张璐 汽车零部件厂商德尔股份（300473.SZ）的同业并购事项迎来新进展。 12月17日，德尔股份发布重磅公告，公司发行股份购买资产并募集配套资金事项获得中国证券监督管理 委员会同意批复，标志着这场总额2.7亿元的重组爱卓智能科技（上海）有限公司（以下简称"爱卓科 技"）的交易正式落地。 本次交易同步募集不超过8270万元配套资金，将用于标的公司智能化改扩建、研发中心建设及支付交易 税费，而交易对方承诺标的公司2025年—2027年扣非净利润累计不低于8442.39万元。 值得关注的是，作为技术驱动型企业，德尔股份近五年研发费用累计已达8.88亿元，持续高强度的研发 投入为本次并购后的技术协同与产品升级筑牢基础。 业内表示，此次交易不仅是德尔股份拓展新能源业务版图的关键布局，更是其顺应汽车产业电动化转型 趋势的重要举措，为公司业绩增长注入全新动力。 收购爱卓科技100%股权 长江商报记者注意到，公告中，交易对方上海德迩承诺，爱卓科技2025年度、2026年度和2027年度扣非 净利润分别不低于2339.75万元、2700.86万元、3401.78万元，三年扣非净利润累计不低于8 ...

Group 1: Market Trends - The pace of new listings has slowed, with 12 new private placement projects added in the last two weeks, a decrease of 10 projects compared to the previous period[2] - The number of terminated projects also decreased by 8, totaling 8 terminations in the same period[2] - The number of projects approved by the review committee increased by 5, totaling 12 approvals, while the number of projects registered by the CSRC decreased by 13, totaling 2 registrations[2] Group 2: Project Analysis - Fangzheng Technology plans to raise up to 1.98 billion CNY for an AI and high-density interconnect circuit board project, expected to generate an annual output value of approximately 2 billion CNY[2] - Deler Co. intends to acquire 100% of Aizhuo Technology and raise 0.83 billion CNY for smart upgrades, with the target company's valuation at 270 million CNY, reflecting a 203.33% increase[2][26] Group 3: Pricing and Discount Rates - The average base discount rate for the newly listed projects was approximately 14.34%, with a market price discount rate of 21.94% for the only competitive project listed in the last two weeks[30] - The average market price discount rate for two pricing projects was 48.99%[31] Group 4: Lock-up Period Returns - Among the three competitive projects that were unlocked, two had positive returns, with an average absolute return of 21.56% and an average excess return of -22.25%[42] - The average market price discount rate for these projects was 11.04%, indicating a slight increase from the previous period[42] Group 5: Risk Factors - Risks include slower-than-expected progress in private placement reviews, fluctuations in secondary market stock prices, and changes in the market environment for private placement pricing[49]

Core Viewpoint - Del's Automotive Parts Co., Ltd. has received approval from the Shenzhen Stock Exchange for its asset acquisition and fundraising plan, which is a significant step for the company's merger and acquisition strategy in the industry [2] Group 1: Transaction Details - The transaction consists of two parts: Del plans to acquire 100% of Aizhuo Intelligent Technology Co., Ltd. by purchasing 70% of its shares from Shanghai Deri Industrial Group for a price of 270 million yuan, while also acquiring the remaining 30% at zero cost [3] - The share issuance price is set at 14.15 yuan per share, which is 80% of the average trading price over the previous 120 trading days, with an expected issuance of approximately 19.08 million shares, accounting for 11.22% of the total share capital post-issuance [3] Group 2: Fundraising and Allocation - Del plans to raise up to 82.7 million yuan through a private placement to no more than 35 specific investors, with the funds allocated primarily to three projects: 49.2 million yuan for the smart upgrade of automotive decorative parts (Phase 1), 23.5 million yuan for the R&D center, and 10 million yuan for intermediary fees and taxes [4] - The fundraising is contingent upon the successful implementation of the share issuance for asset acquisition, but the acquisition will proceed regardless of the fundraising outcome [4] Group 3: Company Profile and Valuation - Aizhuo Technology, established in 2005, specializes in the R&D, production, and sales of automotive film and covering parts, recognized as a national high-tech enterprise with multiple intellectual property rights [4] - The 100% equity of Aizhuo Technology is valued at 270 million yuan based on the income approach, reflecting a 392.12% appreciation, with a projected net profit commitment for 2025, 2026, and 2027 of no less than 23.4 million yuan, 27 million yuan, and 34 million yuan, respectively [5]

Core Viewpoint - Del Shares plans to acquire 100% equity of Aizhuo Intelligent Technology (Shanghai) Co., Ltd. through a share issuance and zero-price transfer, while raising up to 82.7 million yuan in supporting funds, marking a significant step in industry consolidation [2][3] Transaction Structure - The transaction consists of two parts: Del Shares will issue shares to Shanghai Deri Industrial Group to acquire 70% equity of Aizhuo Technology for a price of 270 million yuan, and will acquire the remaining 30% equity at zero cost [3] - The share issuance price is set at 14.15 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days, with an estimated issuance of approximately 19.08 million shares, accounting for 11.22% of the total share capital post-issuance [3] Fundraising Details - Del Shares plans to raise up to 82.7 million yuan through a private placement to no more than 35 specific investors, with the funds allocated primarily for three projects: 49.2 million yuan for the smart upgrade of automotive decorative parts, 23.5 million yuan for a research center, and 10 million yuan for intermediary fees and taxes [4] - The fundraising is contingent upon the successful implementation of the asset acquisition, but the acquisition will proceed regardless of the fundraising outcome [4] Company Profile - Aizhuo Technology, established in 2005, specializes in the R&D, production, and sales of automotive film and covering parts, recognized as a national high-tech enterprise with multiple intellectual property rights [5] - As of September 30, 2024, the 100% equity of Aizhuo Technology is valued at 270 million yuan, reflecting a 392.12% appreciation, with a projected net asset value of 89.01 million yuan by June 30, 2025, indicating a 203.33% increase [5] Performance Commitments - Shanghai Deri has committed to ensuring that Aizhuo Technology's net profit attributable to the parent company for 2025, 2026, and 2027 will not be less than 23.4 million yuan, 27.0 million yuan, and 34.0 million yuan respectively, with compensation mechanisms in place for any shortfall [5] Strategic Implications - The acquisition will not change the control of Del Shares, as Aizhuo Technology will become a wholly-owned subsidiary, enhancing the company's financial metrics significantly [6] - Post-transaction, the net profit attributable to the parent company is expected to increase from 50.9 million yuan to 77.4 million yuan for the first half of 2025, representing a 52.06% growth, while earnings per share will rise from 0.34 yuan to 0.51 yuan, a 50.00% increase [6] - Strategically, the merger will broaden Del Shares' product structure and enhance synergies in customer resources and product development, particularly in lightweight and cost-effective automotive components [6]

Core Viewpoint - The report outlines the independent financial advisory services provided by Dongfang Securities for the acquisition of assets by Fuxin Del Automotive Parts Co., Ltd. through share issuance and fundraising, emphasizing the transaction's compliance with relevant regulations and its potential benefits for the company and its shareholders [1][2][3]. Group 1: Transaction Overview - The transaction involves Fuxin Del issuing shares to acquire 70% of Aizhuo Technology's equity and a zero-price acquisition of the remaining 30% from Xing Baichang Partnership, along with raising funds from no more than 35 specific investors [6][10]. - The total amount of funds raised through the share issuance is capped at 82.7 million yuan, which will be used for various projects including the smart upgrade of automotive parts and payment of intermediary fees [9][10]. Group 2: Financial Impact - The acquisition is expected to enhance the company's revenue and profit, with projections indicating an increase in total assets and net profit post-transaction [11][14]. - The financial indicators before and after the transaction show a projected increase in total assets from 369,856.66 million yuan to 409,280.69 million yuan, and net profit is expected to rise significantly [14][18]. Group 3: Shareholder Structure - Post-transaction, Shanghai Der will hold 11.22% of the shares, while the controlling shareholder's stake will decrease from 22.44% to 19.92%, indicating no change in control [12][13]. - The transaction will not alter the actual control of the company, as the major shareholders have committed to not reducing their holdings during the transaction process [15][17]. Group 4: Compliance and Governance - The company has adhered to all necessary legal and regulatory requirements throughout the transaction process, ensuring transparency and fairness for all shareholders [16][17]. - Independent financial and legal advisors have been engaged to conduct due diligence and provide professional opinions on the transaction [17][20]. Group 5: Performance Commitments - Shanghai Der has made performance commitments for the acquired company, with specific profit targets set for the next three years, ensuring accountability and potential compensation for any shortfalls [21][22]. - The company has outlined measures to mitigate any dilution of immediate returns resulting from the transaction, including enhancing operational efficiency and optimizing profit distribution policies [19][20].

Group 1 - The core point of the news is that Fuxin Del Automotive Parts Co., Ltd. plans to issue shares to acquire 70% of Aizhuo Technology and zero-price transfer of 30% of Aizhuo Technology from a related party, while raising supporting funds from no more than 35 specific investors [9][10][12] - The transaction is classified as a major asset restructuring under the relevant regulations, and it is expected to enhance the company's revenue and profit, thereby improving its sustainable profitability [14][17] - The transaction will not change the control of the company, as the controlling shareholder's stake will decrease slightly but remain significant [17][19] Group 2 - The company aims to raise up to 82.7 million yuan through the issuance of shares, with the funds primarily allocated for the smart upgrade and expansion of Aizhuo Technology's automotive parts [12][22] - The acquisition is expected to result in a significant increase in total assets, operating income, and net profit, enhancing the company's overall financial performance [17][21] - The company has committed to strict performance guarantees and compensation arrangements to mitigate the dilution of immediate returns for investors [22][23]